Common use of Closing Deliveries by Seller Clause in Contracts

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause to be delivered, to Purchaser the following: (a) the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b); (b) the Instrument of Assignment, duly executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto.

Closing Deliveries by Seller. At or prior to the Closing, Seller or Executive, as applicable, will deliver, deliver or cause to be delivered, delivered to Purchaser the followingPurchaser: (a) a duly executed counterpart of the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b)Key Employee Agreement; (b) the Instrument of Assignment, a duly executed by Sellercounterpart of the Bxxx of Sale; (c) original a duly executed counterparts counterpart of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsInvestment Letter; (iid) the appointment of new directors (or equivalent) a duly executed counterpart of the respective Entity as determined by PurchaserEscrow Agreement; and (iiie) on the revocation date hereof, a transmittal letter (the “Closing Transmittal Letter”) which shall include the name, address of all powers each of attorney in existence as of Seller’s lender who shall receive payoff proceeds at closing (the Closing “Lenders”), along with the estimated payoff amount due to each Lender; (except for those identified by Purchaser in writing no later than five f) at least three (3) Business Days prior to the Closing DateClosing, pay off letters (the “Payoff Letters”), dated no earlier than seven (7) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day Days prior to the Closing, from each of the Lender identified in the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the CompanyTransmittal Letter; (g) the amendments and releaseswritten consent, duly executed by each applicable partyin a form reasonably acceptable to the Purchaser, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in third parties whose names are listed on Section 5.5(a3.2(d) of the Seller Disclosure Schedule; (kh) a certified copy A certificate of the Sale OrderSecretary of State of Oregon as of a date not earlier than five (5) Business Days prior to the Closing Date, as entered by to each Seller's good standing, existence, or similar status under the Bankruptcy CourtLaws of Oregon; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) a certificate, validly executed by the Uruguay Divestiture has been consummated Managing Member of Seller (“Seller Officer Certificate”), for and (ii) on Seller’s behalf, to the requirements effect that as of the Closing, the conditions set forth in Section 8.1(d) and Section 8.1(e) 7.1 have been satisfied;; and (nj) an executed original termination letter such further instruments and documents as may be required to be delivered by Seller pursuant to the terms of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity this Agreement or as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases may be reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting in connection with the netting, contribution or distribution contemplated by, Section 3.5; and (p) each Closing of the Section 7.8 Terminations andtransactions contemplated hereby or to complete the transfer of the Assets and the Business to Purchaser, including good, sufficient instruments of assignment with respect to the Intellectual Property being transferred by Seller to Purchaser, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment necessary or appropriate to vest in Purchaser all right, title and interest in, to and under the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoAssets.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall deliver or cause to be delivereddelivered to Buyer (unless delivered previously), to Purchaser the following: (ai) a certificate of good standing of the officer’s certificate required Company from the Secretary of State of the State of Delaware dated within two business days prior to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b)the Closing Date; (bii) the Instrument of Assignment, duly executed by Seller; (c) original executed counterparts a certificate in a form reasonably acceptable to Buyer from an officer of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser)Company, approving: (i) the resignations, effective dated as of the Closing Date, attaching true and complete copies of (x) the directors (or equivalent) Company’s certificate of each Entityincorporation and all amendments thereto, expressly releasing, effective in effect as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconducty) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s bylaws and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Selleramendments thereto, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained effect as of the Closing Date, each and (z) resolutions of the board of directors of the Company authorizing this Agreement and the Transactions; (iii) the officer’s certificate referred to in Section 7.8 Instruments 5.01(c); (iv) duly executed counterparts of the Ancillary Agreements as contemplated by Section 7.09; (v) stock certificates representing the Transferred Equity Interests, together with executed stock powers endorsed in blank in form and Third Party Consentssubstance reasonably acceptable to Buyer; (vi) resignation letters, effective as of the Closing, in each casea form reasonably acceptable to Buyer, from the directors and officers of the Company and any managers or officers of the Joint Venture appointed by the Company, as requested by Buyer at least five business days prior to the Closing Date; (vii) evidence reasonably acceptable to Buyer of the termination of any powers of attorney executed and delivered or otherwise issued to Seller or any of its Affiliates by or on behalf of the Company; (viii) a duly executed certificate of non-foreign status substantially in the form set out in Section 1.1445-2(b)(2) of the Treasury Regulations certifying that the purchase of the Transferred Equity Interests and the Transferred Assets pursuant to the terms of this Agreement is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act; (ix) evidence reasonably acceptable to Buyer of the termination of any Affiliate Contracts in accordance with Section 6.06(b); and (x) two identical IRS Forms 8023 (including attachments), each party theretoduly executed by Seller.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause shall deliver to be delivered, to Purchaser the followingPurchaser: (a) the officer’s certificate required to be delivered pursuant Section ‎8.1(a) Xxxx of Sale and Section ‎8.1(bAssignment Agreement, substantially in the form of Exhibit C (the "Xxxx of Sale and Assignment Agreement"), as executed by Seller; and all such other bills of sale, lease assignments, trademark assignments, copyright assignments, patent assignments, employee work product assignments, contract assignments, vehicle titles and other documents and instruments of sale, assignment, conveyance and transfer, as Purchaser may deem necessary or desirable; (b) A certificate of the Instrument Secretary or an Assistant Secretary of AssignmentSeller certifying as to: (i) the articles of incorporation of Seller, duly as certified by the Secretary of State of the State of Texas not earlier than ten (10) days prior to the Closing Date; (ii) the by-laws, as amended, of Seller; (iii) resolutions of the Board of Directors of Seller and the Stockholder authorizing and approving the execution, delivery and performance by Seller of this Agreement and any agreements, instruments, certificates or other documents executed by Seller pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of Seller; (c) original executed counterparts A certificate of the unanimous shareholder or Secretary of State of the State of Texas and in each other applicable equity holder resolutions state set forth in Section 7.1 of the Disclosure Schedule, in each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective case as of the Closing Date, of the directors a date not earlier than ten (or equivalent10) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days days prior to the Closing Date) and the granting of powers of attorney , as to the Persons determined by Purchaser.good standing and foreign qualification in each such state; (d) executed resignations of the directors (or equivalent) and officersA certificate, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to dated the Closing as exempt from this requirement (Date, executed by the “Resigning Individuals”)appropriate officers of Seller, required by Section 9.2; (e) The opinion of Martin, Tate, Xxxxxx & Xxxxxxx, P.C., counsel for Seller, dated the Transition Services AgreementClosing Date, duly executed by substantially in the Company and the other parties theretoform attached hereto as Exhibit D; (f) The consents, authorizations and approvals of the Amendment to Trademark Sublicense AgreementGovernmental Authorities and other Persons set forth in Schedule 9.5, duly executed together with any and all other consents, authorizations and approvals of other Persons under additional Contracts identified in Section 7.3(b) of the Disclosure Schedule that have been obtained by NII Holdings and Seller as of the CompanyClosing; (g) With respect to each Leasehold Interest, a Landlord Consent and Estoppel Certificate substantially in the amendments and releases, duly form attached hereto as Exhibit E executed by each applicable party, referred to in Section 3.5 or Section 7.8the landlord of such Leasehold Interest; (h) customary pay-off letters duly A lease for Seller's corporate headquarters and primary operating facility located in Memphis, Tennessee, substantially in the form of Exhibit F (the "Headquarters Lease") as executed by CDB Stockholder and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming thatXxxxxx X. Xxxxx, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together as "landlords" thereunder; together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records non-disturbance agreement from Bank of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and SellerAmerica, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) The Proprietary Interest Protection and Non-Solicitation Agreements as executed by each of the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfiedRestricted Stock Grantees; (nj) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly The Stockholder Employment and Non-Compete Agreement as executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewithStockholder; (ok) All documents necessary to amend Seller's name to not include "Comtrak" or any releases reasonably requested by derivative thereof or any other similar name, which shall be duly executed and in a form that Purchaser pursuant to, may file in the State of Texas and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5in each other state in which Seller is qualified to transact business; and (pl) each Such other documents as Purchaser may reasonably request to carry out the purposes of this Agreement, including the Section 7.8 Terminations and, documents to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and be delivered by each party theretopursuant to Article IX.

Closing Deliveries by Seller. At or as part of the Closing, Seller will deliver, shall deliver or cause to be delivered, delivered to Purchaser the following: (a) the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b); (b) the Instrument of Assignment, duly executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approvingBuyer: (i) the resignations, effective as of the Closing Date, of the directors physical possession (or equivalentimplement arrangements satisfactory to Buyer of transfer and delivery of physical possession) of each Entityall tangible personal property included in the Purchased Assets, expressly releasingincluding, effective as (A) all tangible personal property included in the Regulatory Approvals and (B) the Marketing Materials and the Books and Records to the extent relating to the Purchased Assets, and appropriate documents of the Closing Date, the respective Entity, the transfer related thereto in form and substance reasonably acceptable to Seller and Buyer, provided that Seller's obligation to deliver such Books and Records and Marketing Materials shall be satisfied by its good faith and commercially reasonable efforts to locate and deliver all of such Books and Records and Marketing Materials at the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance)Closing, and themselves obtaining a full release from provided further that in the Entities event that, following the Closing, Seller or Buyer discover that any Books and Records to the Purchaser from any extent relating to the Purchased Assets and all claims Marketing Materials have not yet been delivered to Buyer, Seller shall deliver such additional Books and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsRecords and Marketing Materials promptly to Buyer; (ii) the appointment of new directors (or equivalent) a duly executed counterpart of the respective Entity as determined by PurchaserAssumption Agreement in the form of Exhibit A hereto; (iii) a duly executed Trademark Assignment Agreement in the form of Exhibit F hereto; (iv) a duly executed Bill of Sale and Assignment in the form of Exhibit B heretx; (v) a certificate of insurance in accordance with Section 8.12(a); (vi) a duly executed counterpart of the Interim Supply Agreement in the form of Exhibit D hereto; (vii) a duly executed counterpart of the License Agreement in the form of Exhibit E hereto; (viii) a duly executed counterpart of the Guaranty Agreement; and (iiiix) the revocation of all powers of attorney in existence such other documents, instruments and certificates as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) Buyer and the granting of powers of attorney to the Persons determined by PurchaserSeller may mutually agree upon. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto.

Closing Deliveries by Seller. At the Closing, Seller will deliver, deliver or cause to be delivereddelivered to Buyer (unless delivered previously), to Purchaser the following: (a) the officer’s certificate required referred to be delivered pursuant in Section ‎8.1(a5.01(c) and Section ‎8.1(b)hereof; (b) the Instrument of Assignment, duly executed counterparts of the Assignment and Assumption Agreement and the Transition Services Agreement as contemplated by SellerSection 7.08; (c) original executed counterparts (A) an assignment of the unanimous shareholder Transferred Equity Interests in respect of the U.S. Transferred Company duly executed by U.S. Seller and duly executed transfer forms duly endorsed in blank, (B) all of the share certificates representing the Transferred Equity Interests in respect of the UK Transferred Company (or, if any such share certificates are lost, defaced or other destroyed, indemnities in respect of such share certificates duly executed by UK Seller in a form reasonably acceptable to Buyer), (C) stock transfer forms relating to the Transferred Equity Interests in respect of the UK Transferred Company duly executed by UK Seller, and (D) a voting power of attorney relating to the Transferred Equity Interests in respect of the UK Transferred Company duly executed by UK Seller in a form reasonably acceptable to Buyer; (d) unless otherwise requested in writing by Buyer, resignation letters from and duly executed by the directors and officers of the Transferred Companies and their Subsidiaries in a form reasonably acceptable to Buyer; (e) to the extent permissible under applicable equity holder Law, contracts of employment; (f) a duly executed certificate certifying that the purchase of the Transferred Equity Interests pursuant to the terms of this Agreement is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act; (g) board resolutions of the UK Transferred Company in a form reasonably acceptable to the Buyer approving (A) the resignation, with effect from Closing, of any director or officer of the UK Transferred Company who is required to sign a resignation letter in accordance with Section 2.09(d), (B) the appointment of such persons as the Buyer may nominate in writing not less than five business days prior to Closing as directors and/or company secretary of the UK Transferred Company with effect from Closing, (C) the resignation of the transfer of the Transferred Equity Interests in respect of the UK Transferred Company subject only to the relevant stock transfer forms being duly stamped, and (D) the UK Transferred Company’s entry into any Transaction Document to which it is party; (h) board resolutions of each Entity Subsidiary of the UK Transferred Company in a form reasonably acceptable to the Buyer approving (which will at A) the Closing also be executed by resignation, with effect from Closing, of any director or officer of the Purchaserrelevant Subsidiary who is required to sign a resignation letter in accordance with Section 2.09(d), approving:(B) the appointment of such persons as the Buyer may nominate in writing not less than five business days prior to Closing as directors and/or company secretary of the relevant Subsidiary with effect from Closing, and (C) the relevant Subsidiary’s entry into any Transaction Document to which it is party; (i) the resignations, effective as of statutory registers (written up to the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalenttime immediately prior to Closing) of the respective Entity as determined by Purchaser; UK Transferred Company and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) duly executed counterparts of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoSubordination Agreement.

Closing Deliveries by Seller. At the or prior to Closing, Seller will shall deliver, or cause to be delivered, to Purchaser Buyer the following: (a) all certificates for the officer’s certificate required to be delivered pursuant Section ‎8.1(a) Shares, duly endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and Section ‎8.1(b)transfer; (b) the Instrument written resignation, effective as of Assignmentthe Closing, duly executed by Sellerof the directors and non-employee officers of the Company set forth on Schedule 6.1(b); (c) original executed counterparts payoff letters in a commercially reasonable form with respect to the Repaid Closing Indebtedness, which letters provide for the release of all Liens relating to the Repaid Closing Indebtedness following satisfaction of the unanimous shareholder or other applicable equity holder resolutions terms contained in such payoff letters; (d) letters from Seller’s senior lenders releasing the Company from any obligations the Company has under Seller’s credit facilities, and providing for the release of each Entity any Liens against the Company related to Seller’s credit facilities; (which will e) a Secretary’s Certificate and a certificate of good standing for the Company as of the most recent practicable date from the Secretary of State of the State of Delaware; (f) a duly executed counterpart to a transition services agreement in the form attached hereto as Exhibit B (the “Transition Services Agreement”); (g) a duly executed counterpart to an agreement (the “Seller Inventory Agreement”) among, Buyer, the Company and Seller regarding the handling of certain ProBasics™ brand products at and after Closing (the Closing also be executed by “Seller Inventory”); (h) a general release from Seller and its Affiliates in the Purchaser), approving:form of Exhibit C; (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurancethird party consents set forth on Schedule 6.1(i), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iiij) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, a duly executed agreement by and between the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreementits existing third party logistics provider in Bensalem, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming thatPA, upon receipt by the party terms reasonably acceptable to Buyer. Any agreement or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may document to be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in to Buyer pursuant to this Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, 6.1 shall be in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoBuyer.

Closing Deliveries by Seller. At the Closing, Seller will deliver, deliver or cause to be deliveredits Affiliates, as applicable, to Purchaser deliver the followingfollowing documents to Buyer duly executed by Seller or, if applicable, an Affiliate of Seller: (a) A certificate executed on behalf of Seller by the officer’s certificate required to be delivered pursuant Section ‎8.1(apresident or any vice president of Seller, dated the Closing Date, representing and certifying that the conditions set forth in Sections 11.1(a) and Section ‎8.1(b);11.1(b) have been fulfilled. (b) the Instrument of AssignmentThe certificates, duly executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approvinginstruments and documents listed below: (i) the resignationsAssignments or other instruments of transfer duly endorsed in blank, effective as or accompanied by share powers or other instruments of transfer duly executed in blank, and otherwise in form and substance reasonably acceptable to Buyer and Seller for transfer of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors;Purchased Shares to Buyer. (ii) the appointment The minute books and equity transfer records of new directors (or equivalentA) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior each Acquired Entity, and to the Closing Date) and extent in the granting control of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officersSeller, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Partially-Owned Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at Seller’s offices). (c) The written resignations of those officers and directors or managers, as the Companycase may be, of each Acquired Entity and each Partially-Owned Entity who pursuant to Section 3.2(c) of Seller’s principal executive officesDisclosure Schedule are not continuing with such Acquired Entity or Partially-Owned Entity (as applicable) together following Closing, such resignations to be effective concurrently with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records Closing. (d) Evidence of the applicable Entity or Company Parent comply in all material respects with applicable Laws;Governmental Approvals and the approval of Knight Holdco LLC, a Delaware limited liability company, required for Seller to enter into this Agreement and complete the transactions contemplated herein. (je) the original share certificates or evidence Such other certificates, instruments of other equity interestsconveyance, as applicable (where and documents required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, this Agreement or as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases may be reasonably requested by Purchaser pursuant to, Buyer and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, agreed to by Seller prior to the extent obtained as Closing Date to carry out the intent and purposes of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretothis Agreement.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall deliver or cause to be delivered, delivered to Purchaser the followingBuyer: (a) certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank or other duly executed instruments of transfer, in each case in form and substance reasonably acceptable to Buyer, as required in order to validly transfer title in and to the Shares; (b) a receipt for the Purchase Price; (c) the officer’s certificate required to be delivered pursuant to Section ‎8.1(a) and Section ‎8.1(b8.02(c); (bd) a certificate of non-foreign status of each of the Instrument of AssignmentSelling Corporations (other than CoreLogic Investments Corporation), duly executed by Sellersubstantially in the forms attached hereto as Exhibit E; (ce) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be a counterpart executed by the Purchaser)Selling Corporations of bills of sale and assignment agreements, approving:substantially in the form attached hereto as Exhibit F, pursuant to which such entities’ right, title and interest to the Purchased Assets (other than any Intellectual Property included in the Purchased Assets) shall be assigned to Buyer; (if) a counterpart executed by the Selling Corporations of assignments of Intellectual Property included in the Purchased Assets, substantially in the forms attached hereto as Exhibit G, pursuant to which such entities’ right, title and interest in the Intellectual Property included in the Purchased Assets shall be assigned to Buyer; (g) a counterpart executed by Selling Corporations of the Transition Services Agreement, substantially in the form attached hereto as Exhibit B; (h) the resignations, effective as of the Closing DateClosing, of all of the directors (or equivalent) of each Entity, expressly releasing, effective as and officers of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services Business Subsidiaries except as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalentdescribed in Section 2.05(h) of the respective Entity Disclosure Schedules and except for such persons as determined shall have been designated in writing prior to the Closing by PurchaserBuyer to Seller; and (iiii) (i) for each U.S. Business Subsidiary, (A) a certificate as to such Business Subsidiary’s due organization, valid existence and good standing in the revocation jurisdiction of all powers of attorney in existence its formation, as of the Closing a date not earlier than seven (except for those identified by Purchaser in writing no later than five 7) Business Days prior to the Closing DateClosing, and (B) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors By-Laws (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Lawsimilar organizational documents) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a such Business Subsidiary, certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated Secretary or Assistant Secretary of each such entity; and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifelfor each non-U.S. Business Subsidiary, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, only to the extent obtained available in the relevant jurisdiction, (A) a certificate as to such Business Subsidiary’s due organization, valid existence and good standing in the jurisdiction of its formation, as of a date not earlier than ten (10) Business Days prior to the Closing DateClosing, and (B) the By-Laws (or similar organizational documents) of each such Business Subsidiary, certified by the Secretary or Assistant Secretary of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretosuch entity.

Closing Deliveries by Seller. At the ClosingClosing (or such earlier date if specified below), Seller will deliverSeller, or cause the Company on behalf of Seller, shall deliver the following items to be deliveredthe Investors, each in form and substance satisfactory to Purchaser the followingInvestors: (ai) assignment documents, assigning and transferring the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b); (b) ownership of the Instrument of AssignmentPurchased Equity, duly executed by Seller; (cii) original executed counterparts a counterpart of the unanimous shareholder or other applicable equity holder resolutions of each Entity Escrow Agreement, duly executed by Seller; (which will at iii) an employment agreement, dated the Closing also be date hereof, duly executed by the PurchaserCompany and Xxxxx Xxxxxxx, and offer letters and invention assignment and restrictive covenant agreements, dated as of the date hereof, duly executed by the Company and each individual listed on Schedule 2.5.1(iii) (the “Employment Agreements”), approving:; (iiv) the resignations, effective as of the Closing DateClosing, of those managers and officers of the directors Company set forth on Schedule 2.5.1(iv); (v) evidence of the satisfaction of all payment obligations for Transaction Expenses and Company Indebtedness outstanding as of the Closing Date (including any interest, prepayment premiums or penalties and other fees and charges) or evidence of the arrangement of Seller or the Company, as applicable, to satisfy such payment obligations on the Closing Date pursuant to the terms of this Agreement, including true, correct and complete invoices or releases reflecting all Transaction Expenses and payoff letters or similar releases with respect to such Company Indebtedness, and the release of any Liens (except Permitted Liens) on the properties and assets of the Company and the termination of all UCC financing statements which have been filed with respect to such Company Indebtedness; (vi) evidence that the notices to and Consents of, as applicable, the Governmental Authorities and the other Persons set forth on Schedule 2.5.1(vi) shall have been delivered, received or obtained, as applicable; (vii) a copy of (a) the certificate of formation (or its equivalent) (together with any and all amendments thereto) of each Entitythe Company, expressly releasingcertified by the Secretary of State of the jurisdiction in which the Company was formed, effective as of a date not earlier than five (5) Business Days prior to the Closing, and (b) the Company A&R Operating Agreement and the operating agreement (together with any and all amendments thereto) of the Company, accompanied by a certificate of an authorized officer of the Company, dated as of the Closing Date, stating that no amendments have been made to such certificates of formation (or their equivalents) or operating agreements, except as provided in such attachments and except for the respective Entity, Second Amended and Restated Operating Agreement of the Company to be executed and delivered by the Parties at Closing; (viii) the Company A&R Operating Agreement of the Company duly executed by Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsManagement Investors; (iiix) a good standing certificate (or its equivalent) for the Company from the Secretary of State of the jurisdiction in which the Company is formed and from the Secretary of State in each other jurisdiction in which the Company is qualified to do business; (x) a certificate of an authorized officer of the Company and of Seller certifying (A) the appointment of new directors (or equivalent) names and signatures of the respective Entity as determined officers of the Company and Seller authorized to sign the agreements, instruments, certificates and documents delivered by Purchaser; and or on behalf of the Company and Seller pursuant to this Agreement, and (iiiB) the revocation of all powers of attorney in existence as resolutions of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) board of directors of Seller, and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations resolutions of the directors (or equivalent) managers and officers, solely in their capacity as directors (or equivalent) or officersmembers of the Company, as applicable, approving this Agreement and the other agreements, instruments, certificates and documents delivered by or on behalf of each Entity other than those directors Seller and the Company pursuant to this Agreement; (or equivalentxi) [reserved]; (xii) a properly completed and officers specified duly executed IRS Form W-9 from Seller; (xiii) copies of all documents evidencing the Reorganization and the Recapitalization, including without limitation the Novation Agreements, the Original Contribution Agreement and the Contribution Agreement Amendment, duly executed by Purchaser to the parties thereto; (xiv) copies of the Management Equity Purchase Agreement and the Management Promissory Notes, duly executed by the parties thereto; (xv) copies of all documents evidencing the Class J Redemption, including without limitation, an assignment of the Class J Common Units, the Convertible Note and the Seller no later than the second Business Day prior Earnout Agreement; (xvi) evidence satisfactory to the Closing as exempt Investors of the novation from this requirement Seller to the Company of all Government Contracts of the Business that are the subject of the Original Contribution Agreement; (xvii) an Advisory Services Agreement by and among the Investors and the Company, duly executed by the Company (the “Resigning IndividualsAdvisory Agreement”); (exviii) the Loan and Security Documents, duly executed by the Company; (xix) a Transition Services Agreement by and between the Company and Seller, in a form approved by the Investors (the “Transition Services Agreement”), duly executed by the Company and the other parties theretoSeller; (fxx) the Amendment to Trademark Sublicense AgreementOriginal Contribution Agreement and the Contribution Agreement Amendment, duly executed by NII Holdings Seller and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (pxxi) each such other agreements, instruments, certificates and documents as the Investors may reasonably request for the purpose of facilitating the consummation or performance of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretotransactions contemplated hereby.

Closing Deliveries by Seller. At the Closing, Seller will shall deliver, or cause to be delivered, to Purchaser Buyer the following:following (with all documents that are to be executed by Seller to be dated as of the Closing Date): (a) A xxxx of sale in substantially the officer’s certificate required form attached hereto as Exhibit B with respect to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(ball the Purchased Assets identified therein (the “Xxxx of Sale”), duly executed by Seller; (b) a patent assignment with respect to each of the Instrument of AssignmentPatent Rights in the form attached hereto as Exhibit C (the “Patent Assignments”), duly executed by Seller; (c) original executed counterparts an assignment and assumption agreement for each License Agreement in the form attached hereto as Exhibit D pursuant to which Seller shall assign to Buyer all of Seller’s right, title and interest in, to and under the License Agreement and Buyer agrees to be fully substituted for Seller in each of the unanimous shareholder or other applicable equity holder resolutions License Agreements and acquires all the rights and becomes obligated to perform all the duties of each Entity Seller under the License Agreement on the terms set forth in such assignment and assumption (which will at the Closing also be “Assignment and Assumption Agreements”), duly executed by the Purchaser), approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsSeller; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations a trademark assignment with respect to each of the directors (or equivalent) and officers, solely Trademarks in their capacity the form attached hereto as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement Exhibit E (the “Resigning IndividualsTrademark Assignments”), duly executed by Seller; (e) the Transition Services AgreementSublease, duly executed by Seller, together with the Landlord Consent, duly executed by the Company and lessor under the other parties theretoLease; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Sellerevidence, in form and substance reasonably satisfactory acceptable to PurchaserBuyer, effecting that Seller has provided all the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order)Required Notices; (mg) evidence reasonably satisfactory to Purchaser that a certificate of a senior executive of Seller, executed by such senior executive, certifying as true and correct as of the Closing Date (i) the Uruguay Divestiture has been consummated incumbency and specimen signature of each officer of Seller executing this Agreement or any other Transaction Document on behalf of Seller, and (ii) a copy of the requirements resolutions of Section 8.1(d) Seller’s board of directors authorizing the transactions contemplated by this Agreement and Section 8.1(e) have been satisfiedthe other Transaction Documents and Seller’s and execution, delivery and performance of the Transaction Documents to which Seller is party; (nh) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A.assignment agreement, in its capacity as trustee thereunder and by all in the settlors/beneficiaries thereunder certifying that form of Exhibit H attached to this Agreement, with respect to each of the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewithconfidentiality agreements identified on Schedule 2.1(j) to this Agreement; (oi) any releases reasonably requested by Purchaser pursuant to, and copies notification to Masy Systems with respect to transfer of customary corporate documents effecting ownership of the netting, contribution or distribution contemplated by, Section 3.5“backup copies” of the Strains; and (pj) each physical possession, delivered to Buyer at the Premises, of (i) the Section 7.8 Terminations andStrains (other than the “backup copies” referred to above), to and (ii) all the extent obtained as of Equipment other than the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoOffsite Equipment.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause shall deliver to be delivered, to Purchaser Buyer the following: (a) the officer’s certificate required duly executed instruments of assignment, including, without limitation, a bxxx of sale in a form acceptable to be delivered pursuant Section ‎8.1(a) Buyer and Section ‎8.1(b)Seller; (b) the Instrument of Assignment, a duly executed by assignment and assumption agreement, in a form acceptable to Buyer and Seller; (c) original a duly executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser)patent assignment and transfer agreement, approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller in a form acceptable to Buyer and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsSeller; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) a duly executed resignations of the directors (or equivalent) copyright assignment and officerstransfer agreement, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) a form acceptable to Buyer and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”)Seller; (e) all necessary executed third party consents to the Transition Services Agreementassignment of the Assets, duly and all other executed third party consents received by Seller with respect to the Company and assignment of the other parties theretoAssumed Contracts; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale OrderCertificate of Incorporation of Seller, as entered by the Bankruptcy Courttogether with all amendments thereto; (lg) an a certificate executed agreement between Company Parent and by the President of Seller certifying (A) the By-laws (“By-Laws”) of Seller, in form (B)) the good standing of Seller under the laws of the State of Arizona; and substance reasonably satisfactory to Purchaser(C) the Unanimous Written Consent of the Shareholders and Directors of Seller approving this Agreement, effecting the transactions contemplated hereby, and the Seller Liability Assumption Transaction Documents; and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (iD) the Uruguay Divestiture has been consummated accuracy of all representations and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each warranties of the Section 7.8 Terminations and, to the extent obtained Seller hereunder as of the Closing Date; (h) fully executed copies of all Assumed Contracts and assignments thereof, each of the Section 7.8 Instruments and Third Party Consents, in each case, together with consents to their transfer duly executed and delivered by each party theretowhose consent is required for their transfer to the Seller; (i) written, absolute, irrevocable waiver, in favor of Buyer, from each individual who is an author (sole or joint) of any of the Transferred Intellectual Property, in relation to all rights of paternity, integrity, attribution, disclosure, withdrawal, and any other rights that may be known as "moral rights" ("Moral Rights") vested in such author in relation to the Transferred Intellectual Property. Without limiting the foregoing, to the extent that any Moral Rights are vested in Seller as an author (sole or joint) of any of the Transferred Intellectual Property, Seller hereby absolutely and irrevocably waives, in favor of Buyer, to the extent permitted by applicable law, any and all claims Seller may now or hereafter have in any jurisdiction to all such Moral Rights in relation to the Transferred Intellectual Property; (j) such other instruments or documents as may be reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause is delivering to be delivered, to Purchaser the followingBuyer: (a) certificates representing all of the officer’s certificate required Ownership Interests, duly endorsed in blank by Seller for transfer to be delivered pursuant Section ‎8.1(a) Buyer free and Section ‎8.1(bclear of all Liens (other than Liens imposed by Buyer); (b) (i) the Instrument minute books of Assignmenteach member of Company Group, and (ii) control of all business records, customer records, customer lists, employee records, supplier records, supplier lists, files, reports and other records of each member of Company Group; (c) a certificate, in a form reasonably acceptable to Buyer signed by the secretary or another officer of Seller and dated as of the Closing Date, certifying (i) that the shareholders and the board of directors of Seller adopted the resolutions attached to such certificate to authorize the transactions contemplated by this Agreement and the other Transaction Documents and Seller’s performance of its obligations hereunder and thereunder, and (ii) a specimen signature of an officer(s) of Seller duly authorized to execute this Agreement and the other Transaction Documents that are to be signed by Seller; (d) certificates of status of Seller and each member of Company Group issued not earlier than ten (10) days prior to the Closing Date by the Department of Financial Institutions of the State of Wisconsin; (e) the Employment Agreement, duly executed by Xxxx Xxxxxxxxx; (f) the Consulting Agreement, duly executed by Xxxx Xxxxxxxxx; (g) the Success Payment Agreement, duly executed by Seller; (ch) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving:intentionally omitted; (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services AgreementCase Goods Facility Lease, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense AgreementMSN41, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable LawsLLC; (j) the original share certificates or evidence of other equity interestsSupply Agreement, as applicable (where required duly executed by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure ScheduleColby Metal, Inc.; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Courtintentionally omitted; (l) the Registration Rights Agreement, duly executed by Seller; (m) the Mutual General Releases, duly executed by Seller; (n) an opinion of counsel for Seller, Company Group and Shareholders addressed to Buyer in the form attached hereto as Schedule 2.7(n); (o) all Required Authorizations and all Required Filings; (p) with respect to each parcel of Leased Real Property, (i) if required by the terms of the applicable Lease, a consent duly executed by the landlord of the relevant parcel with respect to the transactions contemplated by this Agreement, in a form reasonably acceptable to Buyer, (ii) an estoppel certificate with respect to the relevant Lease, in a form reasonably acceptable to Buyer and accompanied by a copy of the relevant Lease, and (iii) if not previously provided to Company Group (and not impacted by the transactions contemplated hereby) by each current lender of the landlord under each Lease, a nondisturbance agreement between Company Parent and Sellerin a form reasonably acceptable to Buyer that recognizes the tenant’s rights in the event of a foreclosure of the property subject to the Lease; (q) a certificate signed by an officer of Seller reasonably acceptable to Buyer, in form and substance reasonably satisfactory to PurchaserBuyer, effecting to the effect that Seller Liability Assumption is not a “foreign person,” “foreign corporation,” “foreign partnership,” “foreign trust” or “foreign estate” under Section 1445 of the Code and containing all such other information as is required to comply with the requirements of such Section, so that Buyer is exempt from withholding any amounts from the Purchase Price payable hereunder; (r) a customary owner’s affidavit requested by the Title Company, in connection with the Title Policies; (s) a calculation of all Seller’s Expenses (the “Expense Certificate”) and a calculation of all deferred compensation owed by Company Parent Novation Group (as defined in the Sale Order“Deferred Compensation Certificate”); (mt) evidence a list of pay-off amounts for all Indebtedness of Company Group (other than Seller’s Expenses and deferred compensation) (the “Pay-Off Certificate”), and documentation reasonably satisfactory acceptable to Purchaser Buyer that upon the payment of the amounts listed in the Pay-Off Certificate, all Indebtedness of Company Group (iother than Seller’s Expenses and deferred compensation) will be paid and discharged in full and any Liens related to the Uruguay Divestiture has been consummated and (ii) Indebtedness of Company Group existing as of the requirements of Section 8.1(d) and Section 8.1(e) have been satisfiedClosing will be discharged; (nu) an executed original termination letter a list of trust agreement number F115/2000 pay-off amounts for all indebtedness owed by each Shareholder to Company Group (including, without limitation, all loans and advances made by Company Group to Shareholders to the extent not repaid) (the “Mifel TrustShareholder Loans”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5); and (pv) each of the Section 7.8 Terminations and, all other previously undelivered documents required to be executed or delivered by Seller at or prior to the extent obtained as Closing pursuant to the terms of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretothis Agreement.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause to be delivered, to Purchaser Buyer (or as Buyer or this Agreement otherwise directs), the following: (a) all stock certificates representing the officer’s certificate required Shares, each duly endorsed in blank or accompanied by an Assignment Separate From Certificate, dated the Closing Date and executed by Seller, in a form suitable for transferring the Shares to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b)Buyer in the records of the Company; (b) the Instrument of AssignmentTransition Services Agreement, duly executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective dated as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller Date and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings Seller and the Company; (gc) the amendments written resignation (or customary board of directors or stockholder action causing the removal) of each director and releasesofficer of the Company, duly executed by with each applicable party, referred to in Section 3.5 such resignation (or Section 7.8removal) effective no later than the Effective Time; (hd) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein a release of claims from each director of the Pay-Off AmountCompany, in the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been releasedform attached hereto as Exhibit 7.2(d), signed by each such director; (ie) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together if requested by Buyer in connection with a certificate issued by title insurance policy relating to the Owned Real Property, a standard form of affidavit of Seller regarding the standard exceptions to the policy and a standard form of non-imputation affidavit regarding a non-imputation endorsement to the policy, each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined substantially in the Sale Orderform attached in Exhibit 7.2(e); (mf) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying confirmation that the Mifel Trust Supply Agreement has not been duly terminated releasing all parties thereunder from amended or otherwise changed after the date hereof (except, if applicable, for any amendment or change approved by Buyer and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5Seller); and (pg) each of the Section 7.8 Terminations andall other documents and items required by this Agreement to be delivered, or caused to the extent obtained as of the be delivered, by Seller at Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto(if any).

Closing Deliveries by Seller. At or prior to the Closing, Seller will deliver, or cause shall deliver to be delivered, to Purchaser the followingPurchaser: (a) a xxxx of sale substantially in the officer’s certificate required to be delivered pursuant Section ‎8.1(aform of Exhibit A (the “Xxxx of Sale”) and Section ‎8.1(b)duly executed by Seller; (b) an assignment and assumption agreement substantially in the Instrument form of Assignment, Exhibit B (the “Assignment and Assumption Agreement”) duly executed by Seller; (c) original executed counterparts a copy of the unanimous shareholder or Sale Order; (d) copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Purchased Assets from all Encumbrances other than Permitted Encumbrances, including any applicable equity holder resolutions UCC termination statements, all in a form reasonably satisfactory to Purchaser; (e) copies of each Entity (which will at the Closing also be executed by the Purchaserwaivers, consents and approvals, where applicable, for those executory contracts on Schedule 1.1(b), approving:where such waivers, consents and approvals are required to operate the Business in the Ordinary Course of Business; (if) the resignationsan officer’s certificate, effective dated as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, a duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein authorized officer of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary Seller certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure conditions set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d9.3(b) and Section 8.1(e9.3(c) have been satisfied; (ng) a copy of the resolutions adopted by the board of directors of Seller evidencing the authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an authorized officer of Seller; (h) an executed original termination letter instrument of trust agreement number F115/2000 assignment and assumption of the Leases related to the Assumed U.S. Leased Real Property substantially in the form of Exhibit C (the “Mifel TrustAssignment and Assumption of U.S. Leases”) ), duly executed by Banca Mifel, S.A.Seller, in its capacity as trustee thereunder and by all form for recordation with the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewithappropriate public land records, if necessary; (oi) any releases reasonably requested by only in the event Purchaser provides written notice to Seller indicating that Purchaser does not wish to include all of the shares of the Company Subsidiary Stock in the Purchased Assets and that Purchaser instead wishes to purchase the assets of the Company Subsidiary pursuant toto Section 8.20, instruments of assignment and assumption of each India Lease related to the Assumed India Leased Real Property each substantially in the form of Exhibit C or such other form as each applicable landlord requires or such other form as the applicable Governmental Body requires (each, an “Assignment and Assumption of India Lease”, and copies collectively, the “Assignment and Assumption of customary corporate documents effecting India Leases”), duly executed by the nettingCompany Subsidiary, contribution in form for recordation with the appropriate public land records, if necessary; (j) an Intellectual Property Assignment and Assumption Agreement substantially in the form of Exhibit D (the “IP Assignment and Assumption Agreement”), executed accordingly by Seller; (k) possession of the Purchased Assets and the Business; (l) a duly executed certificate of Seller, in the form prescribed under Treasury Regulation Section 1.1445-2(b)(2)(iv) and substantially in the form of Exhibit E. Notwithstanding anything to the contrary contained herein, if Seller fails to provide such a certificate, Purchaser shall proceed with the Closing and shall be entitled to withhold from the consideration payable pursuant to this Agreement to Seller the requisite amounts in accordance with Section 1445 of the Code; (m) such other bills of sale, deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form reasonably satisfactory to Purchaser, as Purchaser may reasonably request to vest in Purchaser all of Seller’s right, title and interest of Seller in, to or distribution contemplated by, Section 3.5under any or all the Purchased Assets; and (pn) each such other documents as Purchaser may reasonably request that are not inconsistent with the terms of this Agreement and customary for a transaction of this nature and necessary to evidence or consummate the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered transactions contemplated by each party theretothis Agreement.

Closing Deliveries by Seller. At the Closing, Seller will deliver or cause a Seller Affiliate, as applicable, to deliver, or cause the following documents to be delivered, to Purchaser the followingBuyer: (a) a certificate duly executed on behalf of Seller by the officer’s certificate required to be delivered pursuant Section ‎8.1(a) president or any vice president of the general partner of Seller, dated the Closing Date, representing and Section ‎8.1(b)certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied; (b) a counterpart signature page to the Instrument assignment of Assignmentthe Purchased Interests substantially in the form of Exhibit A (the “Assignment of Purchased Interests”), duly executed by Seller; (c) original executed counterparts the written resignations of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will KM Officers and Directors from any position such persons hold at the Closing also Company and any of its Subsidiaries, such resignations to be executed by effective in each case concurrently with the Purchaser), approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsClosing; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations minute books, membership interest transfer ledgers (if any), and seal (if any) of the directors (Company and its Subsidiaries; provided that, any of the foregoing items shall be deemed to have been delivered pursuant to this Section 3.2(d) if such item has been delivered to or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, is otherwise located at any office of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”)Company; (e) a counterpart signature page to the Transition Services Agreement substantially in the form of Exhibit B (the “Transition Services Agreement”), duly executed by the Company and the other parties theretoSeller; (f) a certificate of non-foreign status of Seller (or, if Seller is an entity disregarded as separate from its owner for U.S. federal Income Tax purposes, Seller’s regarded owner), that meets the Amendment requirements of Treasury Regulation Section 1.1445-2(b); (g) a counterpart signature page to Trademark Sublicense Agreementthe assignment and assumption agreement assigning the Maxbass Newco Interests to the Company substantially in the form of Exhibit C (the “Assignment of Maxbass Newco Interests”), duly executed by NII Holdings a Seller Affiliate and the Company; (gh) a Release of Guarantor substantially in the amendments and releases, form of Exhibit D duly executed by each applicable partyBarclays Bank Plc, referred as administrative agent with respect to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming thatGuarantee Agreement dated as of November 16, upon receipt by 2018, among the party or parties identified therein of the Pay-Off AmountCompany, the CDB Credit Facilities shall have been paid other guarantors party thereto in full and all Encumbrances provided thereunder shall have been releasedfavor of Barclays Bank PLC, as administrative agent; (i) originals a Release of Guarantor substantially in the Corporate Records (which may be delivered at form of Exhibit E duly executed by Barclays Bank Plc, as administrative agent with respect to the Guarantee Agreement dated as of November 16, 2018, among the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that , the Corporate Records other guarantors party thereto in favor of the applicable Entity or Company Parent comply in all material respects with applicable LawsBarclays Bank PLC, as administrative agent; (j) evidence reasonably satisfactory to Buyer that the original share certificates or evidence of Pre-Closing Restructuring has been consummated in accordance with this Agreement (other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting than with respect to the capital structure Portland Airport Pipeline solely to the extent set forth in, and in accordance with, Section 5.5(a) of the Seller Disclosure Schedule7.10); (k) payoff letters, in customary form reasonably acceptable to Buyer (which shall include a certified copy release of all related Encumbrances and other security interests upon payments of the Sale Orderamounts specified therein, as entered by and documentation, in recordable form, evidencing the Bankruptcy Court;release and/or satisfaction of all indentures, guarantee agreements, mortgages and/or other monetary Encumbrances and other liens with respect thereto) with respect to any Indebtedness of the Company and its Subsidiaries evidencing the satisfaction of all liabilities thereunder upon receipt of the amounts set forth therein; and (l) an executed agreement between Company Parent such other certificates, instruments of conveyance and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (documents required by this Agreement or as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases may be reasonably requested by Purchaser pursuant to, Buyer and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, agreed to by Seller prior to the extent obtained as Closing Date to carry out the intention and purposes of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretothis Agreement.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause to be delivered, shall deliver to Purchaser the following:(and, with respect to Section 3.2(u), Truline shall deliver to Purchaser): (a) A Xxxx of Sale and Assignment Agreement, substantially in the officer’s certificate required to be delivered pursuant Section ‎8.1(a) form of Exhibit D (the “Xxxx of Sale”), as executed by Seller and Section ‎8.1(b)the Company; and all such other bills of sale, lease assignments, trademark assignments, copyright assignments, patent assignments, employee work product assignments, contract assignments, vehicle titles and other documents and instruments of sale, assignment, conveyance and transfer, as Purchaser may deem reasonably necessary or desirable; (b) An Assumption Agreement, substantially in the Instrument form of AssignmentExhibit H (the “Assumption Agreement”), duly executed by Sellerthe Company in favor of Seller reflecting the assumption of the Assumed Liabilities; (c) original All certificates representing the Equity Interests, together with duly executed counterparts equity powers or instruments of transfer therefor in favor of Purchaser; (d) Original limited liability company record books and equity record books of the unanimous shareholder or other applicable equity holder resolutions Company to the extent not in the possession of each Entity the Company as of the Closing; (which will at the Closing also be executed by the Purchaser), approving: e) A certificate of a Manager of Seller certifying as to: (i) the resignationsarticles of organization of Seller, effective as certified by the Secretary of State of the Closing Date, State of the directors Nevada not earlier than ten (or equivalent10) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days days prior to the Closing Date; (ii) the operating agreement, as amended, of Seller; (iii) resolutions of the Mangers (or similar governing body) and equityholders of Seller authorizing and approving the granting execution, delivery and performance by Seller of powers of attorney this Agreement and any agreements, instruments, certificates or other documents executed by Seller pursuant to this Agreement; and (iv) the Persons determined by Purchaser. (d) executed resignations incumbency and signatures of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, officers of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties theretoSeller; (f) A certificate of the Amendment Secretary or an Assistant Secretary of the Company certifying as to: (i) the certificate of formation of the Company, as certified by the Secretary of State of the State of Delaware not earlier than ten (10) days prior to Trademark Sublicense Agreementthe Closing Date; (ii) the limited liability company agreement, duly as amended, of the Company; (iii) resolutions of the Board of Directors (or similar governing body) of the Company and Seller, as the equityholder of the Company, authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by NII Holdings the Company pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of the Company; (g) A certificate of the amendments Secretary of State of the State of Nevada and releases, duly executed by of each applicable party, referred to other state set forth in Section 3.5 or Section 7.87.1(a) of the Disclosure Schedule, in each case as of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing and foreign qualification of Seller in such states; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein A certificate of the Pay-Off AmountSecretary of State of the State of Delaware and of each other state set forth in Section 7.1(a) of the Disclosure Schedule, in each case as of a date not earlier than ten (10) days prior to the CDB Credit Facilities shall have been paid Closing Date, as to the good standing and foreign qualification of the Company in full and all Encumbrances provided thereunder shall have been releasedsuch states; (i) originals A certificate, dated the Closing Date, executed by an officer of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued Seller, required by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable LawsSection 9.2; (j) The consents, authorizations and approvals of the original share certificates or evidence of Governmental Authorities and other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure Persons set forth in Schedule 9.5, together with any and all other consents, authorizations and approvals of other Persons under additional Contracts identified in Section 5.5(a) 7.3 of the Disclosure Schedule that have been obtained by Seller Disclosure Scheduleas of the Closing; (k) a certified copy With respect to each Lease being contributed to the Company as part of the Sale OrderPurchased Assets and set forth on Schedule 3.2(k), as entered a Landlord Consent and Estoppel Certificate substantially in the form of Exhibit E executed by the Bankruptcy Courtlandlord thereunder (collectively, the “Landlord Consent and Estoppel Certificates”); (l) an For the Equityholder-Owned Facility located in Mesa, Arizona, a lease substantially in the form of Exhibit F (the “Facility Lease”), in each case, as executed by the landlord thereunder; (m) A non-disturbance agreement between from the applicable mortgagee (if any) which holds a lien on the fee interest of the Equityholder-Owned Facility in the form of Exhibit G or such other form as may be reasonably acceptable to Purchaser; (n) The Employment and Non-Compete Agreement as executed by Xx. Xxxxxxxx; (o) All documents necessary to amend Seller’s and any of its Affiliate’s name to not include “Xxxxxxxx Logistics” or any derivative thereof or any other similar name, which shall be duly executed and in a form that Purchaser may file in the State of Nevada and in each other state in which Seller or such Affiliate is qualified to transact business; (p) (i) A certificate, duly completed and executed by Seller pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code and (ii) a duly completed and executed IRS Form W-9 establishing that Seller is exempt from U.S. back-up withholding; (q) Written resignations of all of the directors, managers and officers of the Company Parent as requested by Purchaser prior to the Closing; (r) The Escrow Agreement as executed by Seller; (s) Payoff letters and Seller, Lien releases in form and substance reasonably satisfactory to Purchaser, effecting Purchaser from the Seller Liability Assumption and Company Parent Novation (holders of Indebtedness as defined in the Sale Ordercontemplated by Section 2.4(a); (mt) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfiedThe Transition Services Agreement as executed by Seller; (nu) an executed original termination letter A Consent to Assignment of trust agreement number F115/2000 (the “Mifel Trust”) duly Truline Carrier/Broker Agreement, substantially in the form of Exhibit K attached hereto, as executed by Banca Mifel, S.A., in its capacity as trustee thereunder Seller and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewithTruline; (ov) any releases reasonably requested A CD containing each document, instrument, list and report that was included in the ShareFile virtual data room established by Purchaser pursuant to, and copies or on behalf of customary corporate documents effecting Seller for the netting, contribution or distribution transactions contemplated by, Section 3.5hereby; and (pw) each Such other documents as Purchaser may reasonably request to carry out the purposes of this Agreement, including the Section 7.8 Terminations and, documents to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and be delivered by each party theretopursuant to Article IX.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause shall deliver to be delivered, to Purchaser Buyer the following, executed by the proper parties: (a) a Covenant Deed for the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b)Real Property, in the form attached hereto as Exhibit B; (b) a fully executed Assignment and Bill of Sale, the Instrument form of Assignment, duly executed by Sellerwhich is attached hereto as Exhibit C; (c) original a fully executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing DateAssignment and Assumption Agreement, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out form of their services which is attached hereto as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsExhibit D; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) a fully executed resignations Non-Compete Agreement, the form of which is attached hereto as Exhibit E; (e) a fully executed Consulting Agreement, the directors form of which is attached hereto as Exhibit F; (or equivalentf) a fully executed Escrow Agreement (if applicable); (g) certificates of title, free and officersclear of any and all liens and security interests, solely and duly endorsed to Buyer, for all titled vehicles included in their capacity as directors the Purchased Assets; (or equivalenth) or officers, as applicable, of each Entity other than those directors a closing statement setting forth the Purchase Price and closing adjustments (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the “Closing as exempt from this requirement (the “Resigning IndividualsStatement”); (ei) a certificate of non-foreign status in the Transition Services Agreement, duly executed form prescribed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Title Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) a certificate of the Seller Disclosure Schedule; (k) a certified copy secretaries of the Sale OrderCompany and Real Estate Owners, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Sellerrespectively, in form and substance reasonably satisfactory to PurchaserBuyer, effecting the Seller Liability Assumption and Company Parent Novation (certifying as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated articles of incorporation of Company and articles of organization of Real Estate Owners, (ii) the requirements Bylaws of Section 8.1(dthe Company and Operating Agreements of Real Estate Owners, (iii) the resolutions of the shareholders and Section 8.1(e) have been satisfied; (n) an executed original termination letter directors of trust agreement number F115/2000 (the “Mifel Trust”) duly executed Company approving and authorizing this Agreement and the transactions contemplated by Banca Mifel, S.A., in its capacity as trustee thereunder this Agreement and by all the settlors/beneficiaries thereunder certifying that resolutions of the Mifel Trust has been duly terminated releasing all parties thereunder from any members and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant tomanagers authorizing and approving this Agreement for Real Estate Owners, and copies (iv) a good standing certificate of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5Company and Real Estate Owners issued by the State of Michigan; and (pk) each of any other documents and instruments required by this Agreement or reasonably requested by Buyer or the Section 7.8 Terminations and, Title Company to effect or evidence the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered transactions contemplated by each party theretothis Agreement.

Closing Deliveries by Seller. At Seller shall deliver the following items to Purchaser at the Closing, Seller will deliver, or cause to be delivered, to Purchaser the following: (a) the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b); (b) the Instrument of Assignment, duly executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsContribution Agreement; (ii) a certificate from a duly authorized officer of Seller attesting to the appointment of new directors (or equivalentmatters set forth in Sections 13.2(b), 13.2(c) of the respective Entity as determined by Purchaser; andand 13.2(e); (iii) the revocation of all powers of attorney in existence as duly executed counterparts of the Closing (except for those identified by Purchaser in writing no later than five Business Days assignment and assumption agreement under which, immediately prior to the Closing Date) Closing, Seller assigned and the granting Timberlands II, LLC assumed all of powers of attorney Seller’s right, title and interest in and to the Persons determined Timberlands II, LLC Purchased Contracts, in a form mutually agreed upon by Purchaser. (d) executed resignations Seller and Purchaser within 15 days after the date of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement Agreement (the “Resigning IndividualsAssignment and Assumption of Purchased Contracts”); (eiv) the Transition Services Agreement, duly executed counterparts of the assignment and assumption agreement under which, immediately prior to the Closing, Seller assigned and Timberlands II, LLC assumed all of Seller’s right, title and interest in and to the Leasehold Interests, in a form mutually agreed upon by Seller and Purchaser within 15 days after the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser date of this Agreement (the “Pay-Off LettersAssignment and Assumption of Leasehold Interests”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (mv) evidence reasonably satisfactory duly executed counterparts of the assignment and assumption agreement under which, immediately prior to the Closing, Seller assigned and Timberlands II, LLC assumed all of Seller’s right, title and interest in and to the Timberlands II, LLC Real Property Leases being conveyed to it, in each case in a form mutually agreed upon by Seller and Purchaser that within 15 days after the date of this Agreement (i) the Uruguay Divestiture has been consummated “Assignment and (ii) the requirements Assumption of Section 8.1(d) and Section 8.1(e) have been satisfiedReal Property Leases”); (nvi) an one limited or special warranty deed per county (or its local equivalent) warranting only against parties claiming by, through or under Seller in recordable form and subject only to the Permitted Exceptions and in a form for each state in which the Seller Land is located mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement; (vii) one quitclaim deed per county (or its local equivalent), in recordable and mutually agreeable form for each state in which the Seller Land is located, to the Conveyed Minerals in respect of Seller Land by Seller to the Timberlands II, LLC to whom the Seller Land is being conveyed (the deeds contemplated by this subparagraph and subparagraph (vi) above are referred to in this Agreement as the “Deeds”); (viii) duly executed original termination letter counterparts of trust agreement number F115/2000 the Master Stumpage Agreement in a form mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement (the “Mifel TrustMaster Stumpage Agreement”); (ix) duly executed counterparts of the Fiber Supply Agreement in a form mutually agreed upon by Banca Mifel, S.A., in its capacity as trustee thereunder Seller and by all Purchaser within 15 days after the settlors/beneficiaries thereunder certifying that date of this Agreement (the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith“Fiber Supply Agreement”); (ox) any releases reasonably requested by Purchaser pursuant to, an affidavit stating the taxpayer identification number of Seller and copies that Seller is not a “foreign person” for purposes of customary corporate documents effecting Section 1445 of the netting, contribution or distribution contemplated by, Section 3.5; andCode and the regulations thereunder; (pxi) each a duly executed counterpart of an assignment agreement transferring to Purchaser, LLC the Timberlands II, LLC Interests being conveyed to Purchaser, LLC in a form mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement (the “Assignment of Timberlands II, LLC Interests”); (xii) affidavits reasonably required by the Title Company (as hereinafter defined), including without limitation, any affidavits necessary for Title Company to include the “non-imputation” endorsement described in Section 7.8 Terminations and11.4(a) of this Agreement in the Title Policies, but only to the extent obtained as the same are consistent with Seller’s limited warranty of title to be provided in the Deeds; (xiii) duly executed landlord estoppel certificates substantially in the form of Exhibit I attached hereto (the “Landlord Estoppels”) from at least 75% (based on number of acres) of the Closing Datelandlords or lessors under the Underlying Leases; (xiv) one or more Purchaser Easements, each in a form and upon such terms to which Purchaser and Seller agree pursuant to Section 11.3 of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto.this Agreement;

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause deliver to be delivered, to Purchaser the followingPurchaser: (a) stock certificates, evidencing the officer’s certificate required Shares, in each case endorsed in blank or with an executed blank stock power attached sufficient to be delivered pursuant Section ‎8.1(a) vest good and Section ‎8.1(b)valid title to the Shares in Purchaser; (b) the Instrument of Assignment, duly executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) written resignations of all directors (or equivalent persons) and officers of the resignationsCompany and (ii) written resignations or evidence of termination of each employee of the Company or any Person who has an employment agreement with the Company, in each case, effective as of the Closing DateDate and in form and substance reasonably acceptable to Purchaser; (c) evidence that Seller, the Company has changed the authorized signatures on its respective bank accounts listed on Section 3.28 of the directors Seller Disclosure Schedule to the Persons designated by Purchaser; (or equivalentd) a certification in the form contained in Section 1.1445-2(b)(2)(iv) of each Entitythe United States Department of the Treasury Regulations (“Treasury Regulations”) to the effect that Seller is not a “foreign person”; (e) customary pay-off letters, expressly releasingwith respect to all of Seller’s outstanding indebtedness under the OneBeacon Promissory Note, effective including the principal amount and accrued unpaid interest, as of the Closing Date, duly executed and indicating the respective Entityamount required for the payment and satisfaction in full of all such indebtedness, the Seller and the together with evidence reasonably satisfactory to Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation contemporaneous release of all powers of attorney Encumbrances related thereto, if any, or, if paid in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days full prior to the Closing Date) Closing, evidence satisfactory to Purchaser of Seller’s payment in full of all such indebtedness and the granting release of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officersall Encumbrances related thereto, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties theretoif any; (f) a certificate, dated the Amendment to Trademark Sublicense Agreement, Closing Date and duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein Chief Executive Officer of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting to the Seller Liability Assumption effect that the conditions specified in Sections 6.2(a) and Company Parent Novation (as defined in the Sale Order)b) have been fulfilled; (mg) evidence reasonably satisfactory each of the Transaction Documents to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements which Seller or any of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) its Affiliates is a party, duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution Seller or distribution contemplated by, Section 3.5such Affiliate; and (ph) each of the Section 7.8 Terminations andsuch other documents, to the extent obtained instruments or certificates as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoPurchaser may reasonably request.

Closing Deliveries by Seller. At the Closing, Each of Purchaser and CREC shall cause Seller will deliver, to deliver or cause to be delivered, except where such delivery is the responsibility solely of Purchaser as set forth below, in which case Purchaser shall cause Seller to Purchaser deliver, the following: (a) the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b); (b) the Instrument of Assignment, duly executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will following items at the Closing also be executed by the Purchaser), approvingClosing: (i) special warranty deeds (or their local equivalent), substantially in the resignationsform of Exhibit A (Georgia) attached hereto, effective and such other Conveyance Instruments, in all cases duly executed and dated as of the Closing Date, as are reasonably necessary to vest in Purchaser title to the Land (collectively, the “Deeds”); (ii) counterparts of the directors (or equivalent) of each Entityassignment and assumption agreements, expressly releasing, effective duly executed by Seller and dated as of the Closing Date, under which Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the respective EntityAssumed Contracts, the Seller Licenses, the Assumed Condemnations, and the Purchaser from any Books and all claims and actions arising out Records, substantially in the form of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement Exhibit B attached hereto (the “Resigning IndividualsGeneral Assignment and Assumption”); (eiii) a xxxx of sale with respect to the Transition Services AgreementPersonal Property, duly executed by the Company Seller and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained dated as of the Closing Date, each substantially in the form of Exhibit C attached hereto; (iv) an affidavit duly executed by Purchaser, as the administrative member of Seller, and dated as of the Closing Date stating the taxpayer identification number of Seller and that Seller is not a “foreign person” for purposes of Section 7.8 Instruments 1445 of the Code and Third Party Consentsthe Treasury Regulations thereunder; (v) counterparts of an assignment, duly executed by Seller and dated as of the Closing Date, under which Seller assigns and Purchaser assumes all of Seller’s right, title and interest in each caseand to the Equity Interests, substantially in the form of Exhibit D attached hereto (the “Equity Interest Assignment”), and to the extent any Equity Interest is certificated, any and all certificates representing such Equity Interest; (vi) such trademark and other assignments, duly executed by Seller and delivered dated as of the Closing Date, under which Seller assigns all of Seller’s right, title and interest in and to the Intellectual Property, substantially in the form of Exhibit E attached hereto; and (vii) such other assignments, bills of sale, certificates of title and other instruments of assignment and conveyance reasonably requested by each party theretoPurchaser, all in form reasonably satisfactory to Purchaser and CREC, as are necessary to convey fully and effectively to Purchaser the Property in accordance with the terms hereof.

Closing Deliveries by Seller. At Seller shall deliver the following items to Purchaser at the Closing, Seller will deliver, or cause to be delivered, to Purchaser the following: (a) the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b); (b) the Instrument of Assignment, duly executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) a certificate from an officer of Seller attesting to the resignations, effective as of the Closing Date, of the directors (or equivalentmatters set forth in Sections 9.2(b) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance9.2(c), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) duly executed counterparts of the respective Entity as determined by Purchaser; and (iii) the revocation assignment and assumption agreements under which Seller assigns and Purchaser assumes all of all powers of attorney Seller’s right, title and interest in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior and to the Closing Date) Assumed Contracts and the granting Assumed Condemnations, substantially in the form of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement Exhibit J-1 attached hereto (the “Resigning IndividualsGeneral Assignment and Assumption”); (eiii) the Transition Services Agreement, duly executed by counterparts of assignment and assumption agreements under which Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the Company Real Property Leases in each case substantially in the form of Exhibit J-2 attached hereto (each, an “Assignment and the other parties theretoAssumption of Real Property Leases”); (fiv) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings quit claim assignment of Seller’s right, title and interest, if any, in and to the CompanyApprovals, in the form of Exhibit J-3 attached hereto (the “Approval Assignment”); (gv) the amendments and releases, one (1) duly executed limited warranty deed for each county in which the Timberlands are located containing a description of the applicable portion of the Property approved by Purchaser in accordance with Section 1.6(b), warranting only against Persons claiming by, through or under Seller and subject only to the Permitted Exceptions, in each applicable partycase substantially in the form of Exhibit K attached hereto, referred and such other Conveyance Instruments as are reasonably necessary to vest in Section 3.5 or Section 7.8Purchaser title to the Timberlands, the Purchaser Easements in respect thereof, and Purchaser’s Non-Participating Royalty, but excluding the Retained Timber and the Reserved Mineral Interests and Rights in respect thereof (collectively, the “Deeds”); (hvi) customary payan affidavit stating the taxpayer identification number of Seller and that Seller is not a “foreign person” for purposes of Section 1445 of the Code and the Treasury Regulations thereunder; (vii) such title affidavits as are reasonably requested by the Title Company, substantially in the form of Exhibit L attached hereto; (viii) an affidavit of Georgia residence with respect to Seller, as required by O.C.G.A. § 48-off letters 7-128; (ix) releases of all Monetary Liens and, to the extent required pursuant to Section 1.6(b)(i), Identified UCCs on the Property; (x) Letter of Reliance by SLR Corporation in favor of Purchaser and Purchaser’s lender, if any, in the form of Exhibit M attached hereto (the “Letter of Reliance”); (xi) one or more easements substantially in the form of Exhibit N attached hereto, to the extent necessary to evidence the right of Purchaser, or such other Persons as shall be designated by Purchaser, to use the Purchaser Easements; (xii) duly executed by CDB counterparts of the Harvesting and reasonably satisfactory Access Agreement; (xiii) duly executed counterparts of letters to each tenant under the Real Property Leases and each vendor under the Assumed Contracts and Continuing Agreements substantially in the form attached as Exhibit V attached hereto informing them of the sale of the Property to Purchaser (the “Pay-Off Notification Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released;); and (ixiv) originals such assignments, bills of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s sale, certificates of title and Company Parent’s secretary certifying that the Corporate Records other instruments of the applicable Entity or Company Parent comply in assignment and conveyance, all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption as are necessary to convey fully and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory effectively to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) Property in accordance with the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoterms hereof.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall deliver or cause to be delivered, delivered to Purchaser the followingPurchaser: (a) certificates evidencing the officer’s certificate Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to Purchaser and with all required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b)stock transfer taxes affixed; (b) a certificate of the Instrument Secretary or an Assistant Secretary of AssignmentSeller, duly executed dated as of the Closing Date, certifying to: (i) the charter and bylaws of Bank; (ii) resolutions of the board of directors of Seller approving the sale of the Shares and the execution, delivery and performance of this Agreement; (iii) action by Sellershareholders of Seller holding the requisite voting power under the Charter and Applicable Law approving the sale of the Shares and the execution, delivery and performance of this Agreement; and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any other certificate or document delivered by Seller in connection with this Agreement; (c) original executed counterparts a certificate, dated as of the unanimous shareholder or other applicable equity holder resolutions Closing Date and signed by a duly authorized officer of Seller, that each Entity of the conditions set forth in Section 6.2(a) have been satisfied; (which will at d) a certificate, dated as of the Closing also be executed Date and signed by a duly authorized officer of Seller, that the Purchaser), approving:actions described in Section 2.3 have been performed; (ie) the absolute dollar value of the Closing Date Cash Consideration, by wire transfer in immediately available funds to an account designated in writing by Purchaser no later than two (2) Business Days prior to the Closing Date if Closing Date Cash Consideration is a negative number; (f) a certificate, dated as of the Closing Date and signed by a duly authorized officer of Seller, as described in Section 5.17(n); (g) resignations, effective as of the Closing Date, of the all directors (or equivalent) and those officers of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified Bank designated by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8Closing; (h) customary pay-off letters Noncompetition Agreements duly executed by CDB Xxxx Xxxxx, Xxxx Xxxx and reasonably satisfactory to Purchaser (Xxxxxx Xxxxx in a mutually agreeable form with terms consistent with the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid provisions in full and all Encumbrances provided thereunder shall have been released;Section 5.14; and (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence Documentation reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) no severance, non-competition, or other payments have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (paid, or will be due on or after the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations andClosing Date, to the extent obtained all or any portion of such payments would not be deductible as a result of the Closing Date, each application of Section 280G of the Section 7.8 Instruments and Third Party ConsentsCode, except as identified in each case, executed and delivered by each party theretoSchedule 2.5(i).

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause shall deliver to be delivered, to Purchaser Buyer the following: (a) a counterpart to an agreement with respect to the officerCompany’s certificate required lease of the Leased Real Property effective as of the Closing and in form and substance satisfactory to be delivered pursuant Section ‎8.1(a) Buyer (the “Lease Agreement”), duly executed by the Company and Section ‎8.1(b)the owner of the Leased Real Property; (b) counterparts to an agreement effecting the Instrument assignment to and assumption by Buyer of Assignmentthe Purchased Interests and in form and substance satisfactory to Buyer and Seller (the “Interest Assignment Agreement”), duly executed by Seller; (c) original executed counterparts of a counterpart to an amended and restated limited liability company agreement for the unanimous shareholder or other applicable equity holder resolutions of each Entity Company and in form and substance satisfactory to Buyer and Seller (which will at the Closing also be “Company Agreement”), duly executed by the Purchaser), approving:Seller; (id) a counterpart to an agreement with respect to the resignations, Company’s employment of Xxxx effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the and in form and substance satisfactory to Buyer and Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning IndividualsEmployment Agreement”); (e) the Transition Services Agreement, duly executed by the Company and Xxxx; (e) a certificate of good standing or analogous status of each Seller-Controlled Entity in its jurisdiction of organization and in each jurisdiction where it is or should be qualified to do business as a foreign entity and a Tax clearance or analogous certificate of each Seller-Controlled Entity in each jurisdiction in which it conducts material business, each issued within fifteen (15) calendar days before the other parties theretoClosing Date; (f) a certificate of the Amendment Secretary or Assistant Secretary (or equivalent officer) of Seller in form and substance satisfactory to Trademark Sublicense Buyer certifying as to (i) the resolutions of the board of directors (or other appropriate governing body) of each Seller-Controlled Entity, duly adopted and in effect, which authorize the execution, delivery, and performance of this Agreement, duly executed by NII Holdings the other Transaction Documents, and the CompanyContemplated Transactions; (ii) the names and signatures of the officers of each Seller-Controlled Entity authorized to sign the Transaction Documents to which such Person is or will be a party; and (iii) current copies of the articles of organization (or other formation) and operating agreement (or other organizational documents) of each Seller-Controlled Entity; (g) a certificate of an officer of Seller, dated as of the amendments Closing Date and releasesin form and substance satisfactory to Buyer, duly executed by certifying that the Reorganization has been consummated and that attached thereto are true, correct, and complete copies of each applicable party, referred to in Section 3.5 or Section 7.8;of the Reorganization Documents; and (h) customary pay-off letters duly executed by CDB a certificate of an officer of Seller, dated as of the Closing Date and reasonably in form and substance satisfactory to Purchaser (Buyer, certifying that the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall conditions set forth in Section 7.01 have been paid in full and all Encumbrances provided thereunder shall have been released;fulfilled; and (i) originals such other instruments of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by transfer or assumption, filings, or documents, each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to PurchaserBuyer and duly executed, effecting as applicable, as may be required to give effect to this Agreement and the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoContemplated Transactions.

Closing Deliveries by Seller. At the Closing, Seller will deliver, deliver or cause to be delivered, delivered to Purchaser the followingPurchaser: (a) a duly executed original copy of the officer’s certificate required to be delivered pursuant Section ‎8.1(aXxxx of Sale (a “Xxxx of Sale”) and Section ‎8.1(b)in substantially the form of Exhibit B; (b) the Instrument of Assignment, a duly executed by Sellercopy of the Transitional Services Agreement; (c) original a duly executed counterparts copy of the unanimous shareholder or other applicable equity holder resolutions Escrow Agreement; (d) a duly executed copy of each Entity the Assignment Agreement; (which will at e) resignations of certain directors and officers of the Closing also be Transferred Companies as contemplated in Section 6.2(r). (f) a duly executed by copy of the Purchaser), approving:Procurement Agreement; (g) duly executed copies of any Onshore Transfer Agreements. (h) a duly executed copy of the Registration Rights Agreement; (i) the resignations, effective as a copy of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsEquity Compensation Program; (iij) a duly executed copy of the appointment Trademark License Agreement; (k) a duly executed copy of new directors the Technology License Agreement; (l) subject to Section 2.15, share certificates representing all of the outstanding equity capital of Han Consulting, including the Han Minority Interest, duly endorsed in blank or equivalentin the name of Purchaser or a Purchasing Subsidiary designated by Purchaser; (m) subject to Section 2.15, a certificate of approval from the relevant PRC regulatory authorities approving the transfer of the respective Entity as determined equity interests held by LML and LBL in LCSTSL to Purchaser and/or one or more Purchasing Subsidiaries designated by Purchaser; and (iiin) the revocation of all powers of attorney in existence such further instruments and documents as of the Closing (except for those identified may be required to be delivered by Purchaser in writing no later than five Business Days prior Seller pursuant to the Closing Date) and the granting terms of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (this Agreement or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting in connection with the netting, contribution or distribution contemplated by, Section 3.5; and (p) each Closing of the Section 7.8 Terminations andtransactions contemplated hereby or to complete the transfer of the Assets and the Business (other than the Telecommunications Applications Services Division or the Insurance IT Services Division) to Purchaser, including good, sufficient instruments of assignment with respect to the Intellectual Property being transferred by Seller to Purchaser in recordable form, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment necessary or appropriate to vest in Purchaser all right, title and interest in, to and under the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoAssets.

Closing Deliveries by Seller. At the ClosingClosing on the Closing Date, Seller will deliver, or cause shall deliver to be delivered, to Purchaser the followingPurchaser: (a) the officer’s certificate required to be delivered pursuant Section ‎8.1(a) certificates or other documents of title in respect of those of the Purchased Shares which are in bearer form and Section ‎8.1(b)transfers in respect of those of the Purchased Shares which are in registered form duly executed by the registered holders thereof in favour of the Purchaser or as it may direct; (b) transfers in respect of such of the Instrument Subsidiary Stock as are not registered in the name of Assignment, the Company or a Subsidiary only duly executed by Sellerthe registered holders thereof in favour of the Purchaser or as it may direct; (c) original executed counterparts certificates for the Purchased Shares and the Subsidiary Stock and any other documents which may be required to give good title to the Purchased Shares and the Subsidiary Stock and to enable the Purchaser to procure registration of the unanimous shareholder same in its name or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving:as it may direct; (id) the written resignations, effective on the Closing Date, of, together with releases in the agreed form in favour of the Company and the Subsidiaries by, those directors of the Company and each of the Subsidiaries that Purchaser shall have requested prior to the Closing; (e) written resignations, effective on the Closing Date, of the auditors of the Company and each of the Subsidiaries; (f) in relation to the Company and each of the Subsidiaries, all corporate and other records held by the Seller, including but not limited to, certificates of incorporation, certificates of incorporation on change of name (if applicable), common seals, statutory registers, minute books, share certificate books, books of account and all other books (all duly written up to date), Contracts, financial records and personnel records; (g) copies of the memorandum and articles of association of the Company and each of the Subsidiaries certified, as of the Closing Date, by its corporate secretary; (h) all original and copy documents of title relating to properties owned or occupied by the Company or any of the directors Subsidiaries; (or equivalenti) certified copies of each Entity, expressly releasing, effective as board resolutions of the Closing Date, Company and each of the respective Entity, Subsidiaries in the Seller and agreed form; (i) recording acceptance of the Purchaser resignation from any and office of all claims and actions arising out of their services as a director the Directors (other than claims for indemnity or insurance), and themselves obtaining a full release from those requested in writing to remain by the Entities Purchaser) and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance auditors of their respective duties as directorseach Company; (ii) approving (subject only to proper stamping) the appointment transfers of new directors (or equivalent) those of the respective Entity as determined by Purchaser; andPurchased Shares, or the relevant Subsidiary Stock, which are in registered form delivered under this Agreement; (iii) approving (subject only to proper stamping) the revocation placing on the register of all powers of attorney in existence as members of the Closing (except company of the names of the transferees for those identified by Purchaser registration in writing no later than five Business Days prior accordance with the share transfer forms referred to above and authorising the Closing Date) and the granting issue of powers of attorney to the Persons determined by Purchaser.appropriate share certificates; (div) executed resignations recording the appointment of such persons as the directors (or equivalent) within the maximum number permitted by the articles of association of the relevant company), secretaries and officers, solely in their capacity auditors of the company as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by the Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”)shall nominate; (ev) changing the Transition Services Agreement, duly executed by situation of the registered office of such of the Company and the other parties thereto; (f) Subsidiaries as the Amendment Purchaser may direct to Trademark Sublicense Agreement, duly executed by NII Holdings and such place as the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws;direct. (j) minutes or unanimous written consents of the original share certificates or evidence Board of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) Directors of the Seller Disclosure Scheduleapproving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement; (k) a certified copy certificate, dated the Closing Date, executed by an appropriate officer of the Sale OrderSeller, as entered required by the Bankruptcy CourtSection 9.2; (l) an executed agreement between Company Parent and Sellersuch other documents as Purchaser may reasonably request to carry out the purposes of this Agreement, in form and substance reasonably satisfactory including, but not limited to, the documents to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order)be delivered pursuant to Article 9; (m) evidence reasonably satisfactory irrevocable powers of attorney in the agreed form executed by the Seller to enable the Purchaser that (iduring the period prior to the registration of the transfer of the Purchased Shares) to exercise all voting and other rights attaching to the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfiedPurchased Shares; (n) an executed original termination letter of trust agreement number F115/2000 (a release and discharge from the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any Seller's bankers and all liability in connection therewithother persons of any fixed or floating charges over the Purchased Shares or any other assets of the Company or any of its Subsidiaries; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) discharges from each of the Section 7.8 Terminations and, to the extent obtained as Company's bankers and all other persons of any fixed or floating charges over any of the Closing Date, each Subsidiary Stock or any other assets of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoCompany or any of its Subsidiaries.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall deliver or cause to be delivered, delivered to Purchaser the followingBuyer: (a) a true and complete copy, certified by the officer’s certificate required to be delivered pursuant Section ‎8.1(a) Secretary of the Seller, of the resolutions duly and Section ‎8.1(b)validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (b) the Instrument of Assignment, duly executed by Sellertransfer instruments of the Shares to Buyer, in form reasonably satisfactory to Buyer, together with the original share certificates representing the Noden DAC Shares; (c) original executed counterparts written resignations from each director of the unanimous shareholder Acquired Companies from their position with the Acquired Companies (and not from any other position such individuals may have with Seller or Seller’s other applicable equity holder resolutions of each Entity (which will at Affiliates) in the Closing also be executed by the Purchaser), approving: (i) the resignationsform attached hereto as Exhibit C, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsClosing; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations a certificate of the directors (or equivalent) and officers, solely in their capacity a duly authorized officer of Seller certifying as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”matters set forth in Section 7.02(a); (e) the Transition Services Agreement, a duly executed by copy of the Company and the other parties theretoNDA Assignment Agreement; (f) the Amendment to Trademark Sublicense Agreementstatutory books, records, registers (complete and duly executed written up-to-date), common seal, and certificate of incorporation of Noden DAC, including the original board resolutions of the directors of Noden DAC approving: (i) the transactions contemplated by NII Holdings this Agreement and (ii) the Companytermination of the Share Incentive Plan, together with the original cancellation and termination agreements entered into in connection with the termination of the Management Options; (g) details of the amendments and releases, duly executed by each applicable party, referred Irish tax reference number of the Seller (including evidence reasonably satisfactory to in Section 3.5 or Section 7.8Buyer allowing it to verify the accuracy of the number provided); (h) customary pay-off letters duly as described in Step 1 of Schedule C, a validly executed by CDB and reasonably satisfactory Internal Revenue Service Form 8832 electing to Purchaser (treat Noden DAC as an entity that is disregarded as separate from its owner for U.S. federal income tax purposes, effective approximately 30 days prior to the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released;Closing Date; and (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with to Buyer, a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified duly executed copy of the Sale OrderIntercreditor Agreement and to the security agent in respect of the Parent Security, as entered the SPA Assignment and the Debenture, any documentation, confirmation, instruction or approval required by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability security agent in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, with the execution and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each delivery of the Section 7.8 Terminations andParent Security, to the extent obtained as of SPA Assignment and the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoDebenture.

Closing Deliveries by Seller. At the Closing, Seller will shall deliver, or Seller shall cause to be delivered, to Purchaser the followingPurchasers: (a) a certified copy of the officer’s certificate required to be delivered pursuant Section ‎8.1(a) resolutions of Seller authorizing and Section ‎8.1(b)approving the transactions contemplated by this Agreement; (b) good standing certificates for Seller and each Company issued by the Instrument Secretary of AssignmentState of the jurisdiction of its formation certifying that such entities are in good standing in such state; (c) evidence of termination of the Existing Management Agreement executed by Seller and Brands; (d) a termination of the existing employment agreements between Seller (or any predecessor in interest thereto) and each of Amschler, Brannon, Cxxxxxx and Cxxxxxx, each duly executed and delivered by the parties thereto; (e) the Escrow Agreement executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly Seller Voting Agreement and the Seller Securityholder Questionnaire executed by NII Holdings and the CompanySeller; (g) the amendments Cxxxxxx Voting Agreement and releasesthe Cxxxxxx Securityholder Questionnaire, duly each executed by each applicable party, referred to in Section 3.5 or Section 7.8Cxxxxxx; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory the Bxxx of Sale evidencing the transfer of the Transferred Assets from Seller to Second Purchaser (the “Pay-Off LettersBxxx of Sale”) confirming thatexecuted by Seller, upon receipt by in the party or parties identified therein form of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been releasedExhibit 6.3(h); (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued Assignment and Assumption Agreement executed by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable LawsSeller; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of signature cards and written instructions to each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the financial institutions in which any of the Companies maintains an account, setting forth the authorized signatories of Purchasers, to be effective following the Closing Date, consistent with instructions to be provided to Seller Disclosure Scheduleby Aether and/or Purchasers prior to Closing; (k) a certified copy of the Sale Orderall original Franchises, as entered by the Bankruptcy CourtArea Development Agreements, operating agreements, and any and all amendments and sub-licenses to any thereof; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting a copy of the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order)Parachute Resolution; (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated a legal opinion of Axxxxx Gxxxxx Xxxxxxx LLP, counsel for Seller, and (ii) a legal opinion of Bxxxxxxx Ingersoll & Rooney PC, as franchise counsel to Seller, with respect to customary matters, including without limitation, validity of the requirements Franchise Agreements and the Area Development Agreements, transfer thereof to Purchasers as contemplated hereunder, and related compliance with the applicable NASAA Uniform Franchise Offering Circular Guidelines; and specifically, without limitation, the legal opinion of such franchise counsel shall opine as to the representations and other matters set forth in Section 8.1(d) and Section 8.1(e) have been satisfied3.24 above; (n) an Five stock powers executed original termination letter of trust agreement number F115/2000 (in blank, to be attached to the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all certificates representing the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith;Escrow Shares; and (o) any releases reasonably requested by Purchaser the certificates and other documents required to be delivered to Purchasers pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, to Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto6.2.

Closing Deliveries by Seller. At the Closing, Seller will Sellers shall deliver, or cause to be delivered, to Purchaser Buyer the following: (a) a certificate representing the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b)Evoqua AU Shares duly endorsed in blank or accompanied by a stock power or other applicable instrument of transfer duly executed by AU Seller in blank form or in favor of Buyer or one or more Buyer Designees as directed by Buyer; (b) a counterpart for each Transaction Agreement to which it is a party, including each Transaction Agreement related to the Instrument of AssignmentPre-Closing Transactions, duly executed by Sellera duly authorized Representative of Sellers or their applicable designee or Affiliate; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of a counterpart for each Entity (Local Conveyance Agreement to which will at the Closing also be it is a party, executed by the Purchaser), approving: (i) the resignations, effective as a duly authorized officer of the Closing Date, of the directors (Sellers or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity applicable designee or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsAffiliate; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) the Certification executed resignations by a duly authorized Representative of the directors (or equivalent) and officers, solely Sellers identified in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”Section 9.02(c); (e) evidence of release of all Liens identified on Section 2.12(e) of the Transition Services Agreement, duly executed by the Company and the other parties theretoSeller Disclosure Schedules; (f) copies of payoff letters or other written instructions from the Amendment holder of Indebtedness with respect to Trademark Sublicense Agreement, duly executed by NII Holdings and the Companyitems of Closing Indebtedness Amount to be repaid at Closing; (g) the amendments and releases, duly a Certification executed by a duly authorized and appropriate Representative of Evoqua LLC, acceptable to Buyer, that (i) each applicable partyAffiliate Contract related to the MEMCOR® Product Line (including, referred as applicable, those related to in Section 3.5 management and similar fees payable by the Operating Companies to Sellers or Section 7.8;any Affiliate thereof) has been terminated, without any post-Closing liability or obligation of Buyer or any Affiliate thereof (including the AU Subsidiary), and (ii) all non-trade intercompany balances and accounts between or among any of the Seller Parties and/or any of their respective Affiliates have been terminated settled or otherwise eliminated without any further liability to Buyer or any Affiliate thereof (including the AU Subsidiary). (h) customary pay-off letters duly a Certification executed by CDB and a duly authorized Representative of Evoqua LLC, in a form reasonably satisfactory to Purchaser (Buyer, to the effect that it is not a “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein foreign person” as defined in Section 1445 of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been releasedCode; (i) originals the ASIC Corporate Key for each AU Subsidiary, resignations of each director, secretary and public officer of each AU Subsidiary, and board resolutions of each AU Subsidiary to register the Evoqua AU Shares transfers, appoint incoming officers and resignations of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Lawsexiting officers; (j) the original share certificates such other customary instruments of transfer, assumption, filings or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Sellerdocuments, in form and substance reasonably satisfactory to PurchaserBuyer, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory may be required to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, give effect to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretothis Agreement.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause shall deliver to be delivered, to Purchaser the followingPurchaser: (a) the officer’s certificate required to be delivered pursuant Section ‎8.1(a) one or more Assignment and Section ‎8.1(b)Assumption Agreements duly executed by Seller in favor of Purchaser and/or one or more of its assignees as requested by Purchaser; (b) the Instrument one or more Bills of Assignment, Sale duly executed by SellerSeller in favor of Purchaser and/or one or more of its assignees as requested by Purchaser; (c) original executed counterparts one or more assignments of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective as registrations and applications for registration of the Closing DateListed Intellectual Property, of for recording in the directors (United States Patent and Trademark Office or equivalent) of each Entitythe United States Copyright Office or similar office in a foreign jurisdiction, expressly releasingif any, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified reasonably requested by Purchaser in writing no later than at least five (5) Business Days prior to the Closing Date) and (collectively, the granting of powers of attorney to the Persons determined by Purchaser."INTELLECTUAL PROPERTY ASSIGNMENTS"); (d) executed resignations the certificates representing all of the directors (issued and outstanding shares of capital stock or equivalent) and officersother similar instruments representing the equity that constitutes a portion of the Acquired Assets of a Tower Group entity being acquired hereunder; except for each Seller entity, solely duly endorsed in their capacity as directors (blank or equivalent) accompanied by duly executed stock powers, with appropriate transfer stamps, if any, or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”)notarial certificate affixed thereto; (e) notarial or other deeds of transfer, or other similar instruments, to effect the Transition Services Agreementtransfer, duly executed sale or assignment of the stock, limited liability company interests, partnership interests or any other equity interests of Foreign Entities being acquired hereunder, if reasonably requested by Purchaser in writing at least twenty (20) calendar days prior to the Company and the other parties theretoClosing; (f) the Amendment Seller Certificate required to Trademark Sublicense Agreement, duly executed by NII Holdings and the Companybe delivered pursuant to Section 7.2(c); (g) any other document reasonably requested by Purchaser in writing at least five (5) Business Days prior to the amendments Closing and releasesnecessary to effectuate the transfer of the Acquired Assets or the Assumed Contracts from Seller to Purchaser, including, without limitation, Transfer Tax returns, vehicle titles, licenses, Environmental Permits (to the extent transferable), duly executed by real estate deeds and other similar or collateral documents for each applicable party, referred of Seller's Owned Real Property in form acceptable for recording in the jurisdiction where the respective Owned Real Property is located and an affidavit in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that no Seller entity is a "Foreign Person" as defined in Code Section 3.5 or Section 7.81445 (the "FIRPTA AFFIDAVIT"); (h) any customary pay-off letters duly executed affidavits, undertakings and title clearance documents reasonably requested by CDB Purchaser in writing at least twenty (20) calendar days prior to the Closing and reasonably satisfactory necessary for Purchaser to Purchaser (obtain the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein Title Policy; provided that none of the Pay-Off Amountforegoing shall require the payment of money, the CDB Credit Facilities shall have been paid placement of any funds in full and all Encumbrances provided thereunder shall have been releasedescrow, or the pledge of any other collateral by Seller; (i) originals the Name Change Filings as more fully set forth in Section 5.13 of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws;this Agreement; and (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting Sale Order and the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as Confirmation Order entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause to be delivered, Bossier and BMP shall each deliver and furnish to Purchaser (either directly or under the following: terms of the closing escrow agreement) duly executed, notarized originals of the following documents (the "Seller Closing Documents"): (a) A cash sale deed without warranty (the officer’s certificate required "Deed") in the form attached hereto as Exhibit B so as to be delivered pursuant Section ‎8.1(aconvey to Purchaser all of (i) Bossier's title to the Mall Property, and (ii) BMP's title to the Luby's Property, in each case, free of all liens and encumbrances to the extent expressly provided herein other than the Permitted Exceptions (or other Title Exceptions approved or placed against the respective Property by Purchaser) and Section ‎8.1(b); (bx) the Instrument Leases in the case of Assignmentthe Mall Property, and (y) the Luby's Lease in the case of the Luby's Property, which Deeds will be in recordable form, duly executed by Seller;and acknowledged and shall have affixed thereto, at Bossier's and BMP's sole cost and expense, any requisite surtax and documentary stamps, in proper amount; (b) (i) in the case of the Mall Property, an original counterpart of an Assignment and Assumption of Leases in the form attached hereto as Exhibit C for the Leases (the "Assignment and Assumption of Leases"), assigning to Purchaser all of Bossier's right, title and interest as landlord under such Leases, together with an original counterpart of the Assignment and Assumption of Leases in recordable form, listing only those leases which have been recorded or for which a memorandum has been recorded, and (ii) in the case of the Luby's Property, an original counterpart of an Assignment and Assumption of the Luby's Lease in the form of Exhibit C-1 hereto (the "Assignment and Assumption of the Luby's Lease"), assigning to Purchaser all of BMP's right, title and interest as landlord under the Luby's Lease in recordable form . (c) With respect to the Mall Property, an original executed counterparts counterpart of a General Assignment and Assumption of Contracts in the unanimous shareholder or other applicable equity holder resolutions form attached hereto as Exhibit D (the "General Assignment and Assumption of each Entity (which will at the Closing also be executed by the PurchaserContracts"), approving: (i) assigning to Purchaser all of Bossier's right, title and interest under the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by PurchaserContracts. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior With respect to the Closing as exempt from this requirement Mall Property and the Luby's Property, an original counterpart of an Assignment and Assumption of Operating Agreement in recordable form in the form of Exhibit E (the “Resigning Individuals”"Assignment of Core Agreement");, assigning to Purchaser all of Bossier's and BMP's right, title and interest under the Core Agreement. (e) With respect to the Transition Services AgreementMall Property and the Luby's Property, a Bxxx of Sale and Assignment for the Personalty owned by Bossier or BMP, as the case may be, and such of the Related Rights which are not conveyed by the Deed, in the form of Exhibit F duly executed by Bossier and BMP, as the Company and case may, in each case subject only to the other parties thereto;Permitted Exceptions. (f) the Amendment With respect to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture Mall Property, a letter addressed to each tenant under each of the Leases and a letter to each party to the Core Agreement, advising such tenant or party that the Mall Property has been consummated sold to Purchaser, the name of the person who will act as Purchaser's management agent for Property, and that all Rent is payable to such person, as the agent for the Purchaser, and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination Luby's Property, a letter of trust agreement number F115/2000 (addressed to the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all tenant under the settlors/beneficiaries thereunder certifying Luby's Lease advising such tenant that the Mifel Trust Luby's Property has been duly terminated releasing all parties thereunder from any sold to Purchaser. (g) Such instruments as are necessary or reasonably required by Purchaser or the Title Insurer to evidence the authority of Bossier, the Managing Member, BMP and all liability the BMP Managing Member executing the instruments to be executed in connection therewith; (o) any releases reasonably requested by Purchaser pursuant towith the transactions contemplated herein, and copies evidence that the execution of customary corporate documents effecting such instruments is the nettingofficial act and deed of Bossier, contribution or distribution contemplated bythe Managing Member and BMP and the BMP Managing Member, Section 3.5; and (p) each of as the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretocase may be.

Closing Deliveries by Seller. At In addition to the Closingdeliveries to be made by Seller pursuant to Section 1.3(b), Seller will deliver, or cause shall deliver the following to be delivered, to Purchaser the followingBuyer at Closing: (a) duly executed employment offer letter for Xxxxx Xxxxx in the officer’s certificate required to form attached hereto as Exhibit A-1 and such agreement shall be delivered pursuant Section ‎8.1(a) in full force and Section ‎8.1(b)effect; (b) the Instrument of Assignment, duly executed by Selleremployment offer letters for all Company employees named in Schedule 2.18 and not included in Section 5.1(a); (c) original executed counterparts all third-party consents and approvals that are identified with an asterisk (*) on the attached Schedule 2.3; (d) an affidavit, in the form attached hereto as Exhibit B, dated as of the unanimous shareholder or other applicable equity holder Closing Date, under penalties of perjury, stating that the Company is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; (e) certified copies of the resolutions of Seller’s and the Company’s boards of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which each Entity is a party and the consummation of the transactions contemplated hereby and thereby; (which will at the Closing also be f) a copy of Form 8023 duly executed by the Purchaser), approving:Seller; (ig) the resignations, effective as of the Closing DateClosing, of the directors (or equivalent) of each Entity, expressly releasing, effective as director and officer of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsCompany; (iih) good standing certificates for the appointment Company from its jurisdiction of new directors organization and each jurisdiction in which the Company is qualified to do business as a foreign entity (or equivalentas applicable), in each case dated not more than ten (10) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals evidence of full payment of all annual licensing fees due by August 31, 2014 under the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable LawskCura Licensing Agreement; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) full payment of the Seller Disclosure Schedule$5,042,668.00 intercompany payable owed by the Company to Seller; (k) a certified copy evidence of the Sale Order, as entered by assignment to the Bankruptcy Court;Company of each of the domain names set forth on Annex B hereto; and (l) an executed agreement between a certificate of the Company Parent and Seller, in form and substance reasonably satisfactory certifying as to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated Company’s articles of incorporation and bylaws (or similar governing documents) in effect on the Closing Date and (ii) the requirements valid adoption of Section 8.1(dresolutions of the boards of directors of the Company and of Seller (as sole shareholder of the Company) approving this Agreement and Section 8.1(e) have been satisfied; (n) an executed original termination letter the consummation of trust agreement number F115/2000 (the “Mifel Trust”) duly executed transaction contemplated hereby. Unless otherwise specifically provided herein, all proceedings to be taken by Banca MifelSeller and the Company in connection with the consummation of the transactions contemplated hereby, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability agreements, certificates, opinions, instruments and other documents required to be delivered by Seller and/or the Company to effect the transactions contemplated hereby, shall be reasonably satisfactory in connection therewith; (o) any releases reasonably requested form and substance to Buyer. Any required delivery specified in this Section 5.1 may be waived by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, Buyer if such waiver is set forth in each case, a writing duly executed and delivered to Seller by each party theretoBuyer.

Closing Deliveries by Seller. At the Call Closing, Seller will deliver, shall deliver or cause to be delivered, delivered to Purchaser the followingBuyer: (a) the officer’s certificate required to or certificates evidencing the Pxxxxxx Interests, duly endorsed in blank or accompanied by a duly executed stock or other transfer power, which Pxxxxxx Interests shall be delivered pursuant Section ‎8.1(a) free and Section ‎8.1(b)clear of all Encumbrances; (b) a receipt for the Instrument of Assignment, duly executed by SellerPurchase Price; (c) original executed counterparts a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed duly and validly adopted by the Purchaser), approving:Board of Directors of Seller and the stockholders of Seller evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (id) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Section 6.2(f); (e) the resignations, effective as of the Call Closing, of all of the directors of EPE Holdco, except for such persons as shall have been designated in writing prior to the Call Closing Dateby Buyer to Seller; (f) a copy of (i) the Certificates of Incorporation, as amended (or similar organizational documents), of the directors (EPE Entities, certified by the Secretary of State of the jurisdiction in which each such entity is incorporated or equivalent) of each Entityorganized, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later date not earlier than five Business Days prior to the Call Closing and accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated as of the Closing Date, stating that no amendments have been made to such Certificate of Incorporation (or similar organizational documents) since such date, and (ii) the granting of powers of attorney to the Persons determined by Purchaser. By-laws (dor similar organizational documents) executed resignations of the directors (EPE Entities, certified by the Secretary or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, Assistant Secretary of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Companysuch entity; (g) a certificate as to the amendments and releases, duly executed by each applicable party, referred non-foreign status of Seller (in a form reasonably acceptable to in Buyer) pursuant to Section 3.5 or Section 7.81.1445-2(b)(2) of the Code; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (good standing certificates for the “Pay-Off Letters”) confirming that, upon receipt by EPE Entities from the party or parties identified therein Secretary of State of the Pay-Off Amountjurisdiction in which case such entity is incorporated or organized, in each case dated as of a date not earlier than five Business Days prior to the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been releasedCall Closing; (i) originals for the benefit of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with EPE Entities, a certificate issued by each Entity’s general release and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Sellerdischarge, in form and substance reasonably satisfactory to PurchaserBuyer, effecting releasing and discharging the EPE Entities from any and all liabilities to Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order)its Affiliates; (mj) in the event Seller has elected to utilize its own funds or proceeds from the Purchase Price to repay any outstanding Indebtedness of any of the EPE Entities pursuant to Section 1.3(c), evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each Buyer of the Section 7.8 Terminations and, to the extent obtained full satisfaction and release of such Indebtedness as of the Closing Date; (k) no later than three Business Days prior to the Call Closing, each a true, correct and complete updated Seller Disclosure Schedule, pursuant to Section 4.9; (l) written undertakings, documents and instruments as may be reasonably required to make effective the agreements of Seller set forth in Section 4.7 hereof; and (m) such other documents and instruments reasonably requested by Buyer in order to effect the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretotransactions contemplated hereby.

Closing Deliveries by Seller. At 7.1 No later than one (1) Business Day before the ClosingClosing Date, Seller will deliver, or cause to be delivered, to Purchaser Parties shall deposit with Escrow Holder all of the following: (a) For each Real Property, a Deed in the officer’s certificate required form of Exhibit A (or a substantially equivalent state-specific form acceptable to be delivered pursuant Section ‎8.1(aBuyer for the state in which the particular Real Property is located) (each, a “Deed”), conveying to Buyer such Real Property subject only to the Permitted Exceptions, duly executed by the respective Seller and Section ‎8.1(b);properly notarized and acknowledged. (b) [Intentionally omitted] (c) Four (4) counterpart originals of each of the Instrument of Assignmentfollowing: (i) Master Lease Agreement in the form attached hereto as Exhibit D encumbering those Real Properties set forth on Schedule 2 (the “Master Lease (Pool A) Agreement”), duly executed by Parent; (ii) Master Lease Agreement in the form attached hereto as Exhibit E ecumbering those Real Properties set forth on Schedule 3 (“Master Lease (Pool B)”, collectively with Master Lease (Pool A), the “Master Lease Agreements”; each individually, a “Master Lease Agreement”), duly executed by Seller; (ciii) original executed counterparts Any Master Lease Deliverables to be delivered to Buyer, as landlord, from Parent, as tenant (or from any other individual or entity for the benefit of Buyer, as landlord, under any of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the PurchaserMaster Lease Agreements), approving: (i) pursuant to the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsMaster Lease Agreements; (iiiv) A Master Lease Memorandum in the appointment of new directors form attached hereto as Exhibit F (or equivalenta substantially equivalent state-specific form acceptable to Buyer for the state in which the applicable Real Property is located) for each of the respective Entity as determined by Purchaser; and Real Properties (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officerseach, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the a “Resigning IndividualsMaster Lease Memorandum”), each duly executed by Parent; (ev) the Transition Services AgreementHoldback Agreements, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5Parties; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto.

Closing Deliveries by Seller. At the Closing, Seller will delivershall execute, where necessary or cause to be deliveredappropriate, and deliver to Purchaser each and all of the following: (ai) The certificates, free of all Encumbrances, evidencing the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b); (b) the Instrument of Assignment, Shares duly endorsed by Seller in blank or accompanied by stock powers duly executed by Seller; (cii) original The corporate minute books, the corporate seals, and stock books for Company; (iii) A duly executed counterparts written opinion letter by counsel for Seller, dated as of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Date, addressed to Purchaser), approving:; (iiv) Duly executed resignations of (A) the resignationsofficers of Company who are designated by Purchaser, and (B) the directors of Company, all effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (iiv) Certificates of good standing (including a “Tax Good Standing Certificate”) for Company issued by the appointment of new directors (or equivalent) Secretary of the respective Entity as determined by Purchaser; and (iii) the revocation Commonwealth of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”)Massachusetts; (evi) The non-foreign person affidavit required by Section 1445 of the Transition Services Agreement, duly executed by the Company and the other parties theretoCode; (fvii) the Amendment to Trademark Sublicense AgreementEmployee Assignment of Developments, duly executed by NII Holdings Confidentiality, and the CompanyNoncompetition Agreements for Xxxxx X. Xxxxxx and Xxxxx XxXxxxxxxxx; (gviii) the amendments Retention Bonus Agreements for Xxxxx X. Xxxxxx and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8Xxxxx XxXxxxxxxxx; (hix) customary pay-off letters duly the Purchase Price Escrow Agreement executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been releasedSeller; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (kx) a certified copy of the Sale Orderstatement executed by Company pursuant to Treas. Reg. §1.897-2(h), as entered by the Bankruptcy Court; dated no more than thirty (l30) an executed agreement between Company Parent and Sellerdays prior to Closing, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser certifying that (i) the Uruguay Divestiture has been consummated and Shares do not constitute a U.S. real property interest, or (ii) none of the requirements holders of Section 8.1(d) and Section 8.1(e) have been satisfiedcapital stock of Company is a foreign person; (nxi) an executed original termination letter of trust agreement number F115/2000 (all necessary third-party consents necessary to operate the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewithBusiness; (oxii) any releases Waiver and Release executed by Seller and each director of Company; (xiii) Such other documents and items as are reasonably requested by Purchaser pursuant to, necessary or appropriate to effect the consummation of the transactions contemplated hereby; (xiv) Board of Directors’ Consents for Company; Secretary’s Certificate; and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5Shareholder’s Consents for Company; and (pxv) each Non-Disclosure and Non-Competition Agreement for Seller, as required by Section 4.4 of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretothis Agreement.

Closing Deliveries by Seller. At the Closing, subject to satisfaction or waiver of each of the conditions to the obligations of Seller will deliverset forth in Section 6.01 of this Agreement, Seller shall deliver or cause to be delivered, delivered to Purchaser (or its designated Affiliate(s)) the following: (a) certificates representing all the officer’s certificate required to be delivered pursuant Section ‎8.1(a) issued and Section ‎8.1(b)outstanding capital stock of the Company duly endorsed in blank or accompanied by duly executed stock transfer powers; (b) the Instrument of Assignment, a duly executed by SellerTransition Services Agreement in substantially the form attached hereto as Exhibit A (“Transition Services Agreement”); (c) original a duly executed counterparts of Software and Trademark License Agreement in substantially the unanimous shareholder or other applicable equity holder resolutions of each Entity form attached hereto as Exhibit B (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller “Software and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning IndividualsTrademark License Agreement”); (d) a duly executed release in substantially the form attached hereto as Exhibit C; (e) the Transition Services Agreement, a duly executed Escrow Agreement in substantially the form attached hereto as Exhibit D (“Escrow Agreement”), signed by the Company each of Seller and the other parties theretoescrow agent; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and minute books of the Company; (g) the amendments and releases, duly executed by letters of resignation, effective as of the Closing, from each applicable party, referred of the officers and directors of the Company other than those officers and directors listed on Schedule 2.04(g) (each in form and substance satisfactory to Purchaser in Section 3.5 or Section 7.8its reasonable discretion); (h) customary pay-off letters a duly executed by CDB IRS Form W-9 with its U.S. tax identification number and reasonably satisfactory to Purchaser (a duly executed certificate in the “Payform set forth in Treasury Regulation Section 1.1445-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released2(b); (i) originals of the Corporate Records certificate referred to in Section 6.02(a) (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s in form and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply substance satisfactory to Purchaser in all material respects with applicable Lawsits reasonable discretion); (j) duly executed IRS Form 8023 for the original share certificates or evidence Company with respect to the making of other equity interests, as applicable (where required by applicable Lawthe election under Code section 338(h)(10) of each applicable Entity reflecting the capital structure set forth described in Section 5.5(a) of the Seller Disclosure Schedule9.06 below; (k) a certified copy an update of the Sale OrderSchedule 1.01(b) describing then-current Existing LOC/Bonds, as entered by the Bankruptcy Court;together with applicable amounts outstanding; and (l) an executed agreement between Company Parent and all other documents required to be delivered by Seller on or prior to the Closing Date pursuant to this Agreement not previously delivered by Seller, in form and substance reasonably satisfactory such other instruments and documents as may be required to Purchaser, effecting consummate the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution transactions contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoherein.

Closing Deliveries by Seller. At the ClosingClosing (or such earlier date specified below), Seller will deliver, shall deliver or cause to be delivered, delivered to Purchaser all of the following:following instruments (each duly executed by Seller or those of its Subsidiaries that are parties thereto, as applicable): (a) the officer’s certificate required to be delivered pursuant referenced in Section ‎8.1(a) and Section ‎8.1(b7.03(a); (b) from Seller and each other member of the Instrument Seller Group that is a “United States person” (within the meaning of AssignmentCode Section 7701(a)(30)) transferring Purchased Assets to Purchaser at the Closing, a duly executed by SellerIRS Form W-9; (c) original executed counterparts a bill of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the sale in a form reasonably acceptable to Purchaser and Seller and customary for transactions of this nature (the Purchaser from any and all claims and actions arising out “Bill of their services as a director (other than claims for indemnity or insuranceSale”), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) an assignment and officers, solely assumption agreement in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior a form reasonably acceptable to the Closing as exempt from Parties and customary for transactions of this requirement nature (the “Resigning IndividualsAssignment and Assumption Agreement”); (e) a transition services agreement substantially in the form attached as Exhibit C (the “Transition Services Agreement, duly executed by the Company and the other parties thereto”); (f) resignations or evidence of removals of each of the Amendment to Trademark Sublicense Agreementindividuals who serve as an officer or director of the Purchased Entities in their capacity as such, duly executed by NII Holdings and the Companyin each case, other than any individuals who will be Transferred Employees; (g) a local transfer agreement for the amendments and releases, duly executed by Purchased Interests of each of the Purchased Entities substantially in the applicable party, referred to in Section 3.5 or Section 7.8form attached as Exhibit D (the “Local Transfer Agreements”); (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser a trademark assignment agreement substantially in the form attached as Exhibit E-1 (the “Pay-Off LettersTrademark Assignment Agreement”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released); (i) originals of a patent assignment agreement substantially in the Corporate Records form attached as Exhibit E-2 (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws“Patent Assignment Agreement”); (j) a source code assignment agreement substantially in the original share certificates or evidence of other equity interests, form attached as applicable Exhibit E-3 (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule“Source Code Assignment Agreement”); (k) a certified copy customary releases of all Liens set forth on Section 2.05(k) of the Sale Order, as entered by Disclosure Schedule with respect to the Bankruptcy CourtPurchased Assets and Purchased Interests; (l) an executed agreement between Company Parent all ownership certificates representing the Purchased Interests, and Sellerall equity assignments and powers sufficient to transfer the Purchased Interests to Purchaser; (m) at least two (2) Business Days prior to the Closing, the Seller will have delivered to the Purchaser customary evidence, in form and substance reasonably satisfactory to the Purchaser, effecting that, upon the Seller Liability Assumption and Company Parent Novation (as defined in consummation of the Sale Order); (m) evidence reasonably satisfactory to Purchaser that Closing, (i) the Uruguay Divestiture has been consummated Purchased Entities will be automatically released from their obligations with respect to all Indebtedness set forth on Section 2.05(m) of the Disclosure Schedule, including any guarantee provided thereby to the relevant holders of such Indebtedness and (ii) all Liens (other than Permitted Liens) related to such Indebtedness on the requirements Purchased Assets (including the equity of Section 8.1(dany Purchased Entity) will be automatically released and Section 8.1(e) have been satisfiedterminated at Closing (including an executed consent to such release from the relevant holders of such Indebtedness secured by such Liens), together with such release documents as are necessary to effect such release, including authorization to file all UCC termination statements; (n) an executed original termination letter assignment by and assumption agreement, in a form reasonably acceptable to the Parties, pursuant to which, effective as of trust agreement number F115/2000 the Closing, (i) Seller will assign its rights and obligations and Purchaser will assume such rights and obligations under the Supply Agreement and (ii) Fiber-Line, LLC will assign its rights and obligations and Seller (or its designee) will assume such rights and obligations under the Supply Agreement (the “Mifel TrustSupply Agreement Assignment”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith); (o) any releases an assignment by and assumption agreement, in a form reasonably requested by acceptable to the Parties, pursuant to which, effective as of the Closing, (i) Seller will assign its rights and obligations and Purchaser pursuant towill assume such rights and obligations under the Distribution Agreement and (ii) Fiber-Line, LLC will assign its rights and copies of customary corporate documents effecting obligations and Seller (or its designee) will assume such rights and obligations under the netting, contribution or distribution contemplated by, Section 3.5Distribution Agreement (the “Distribution Agreement Assignment”); and (p) each of an employee lease agreement substantially in the Section 7.8 Terminations and, to form attached as Exhibit F (the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto“Employee Lease Agreement”).

Closing Deliveries by Seller. At the or prior to Closing, Seller will shall deliver, or cause to be delivered, to Purchaser Buyer the following: (a) all certificates for the officer’s certificate required to be delivered pursuant Section ‎8.1(a) Shares, duly endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and Section ‎8.1(b)transfer; (b) the Instrument written resignation, effective as of Assignmentthe Closing, of the directors and non-employee officers of the Company set forth on Schedule 6.1(b); (c) payoff letters in a commercially reasonable form with respect to the Repaid Closing Indebtedness and Transaction Expenses, which letters provide for the release of all Liens relating to the Repaid Closing Indebtedness and Transaction Expenses following satisfaction of the terms contained in such payoff letters; (d) letters from Seller’s lenders releasing the Company from any obligations the Company has under Seller’s credit facilities, and providing for the release of any Liens against the Company related to Seller’s credit facilities; (e) a certificate of good standing for the Company as of the most recent practicable date from the Secretary of State of the State of Delaware; (f) a duly executed counterpart to a contract manufacturing agreement in the form attached hereto as Exhibit B (the “Contract Manufacturing Agreement”); (g) a general release of claims, in form and substance reasonably acceptable to Buyer, duly executed by Seller; (ch) original executed counterparts a certificate signed by Seller under penalties of perjury stating that Seller is not a “foreign person” as defined in Section 1445 of the unanimous shareholder or other applicable equity holder resolutions Code, and otherwise meeting the requirements of each Entity (which will at Section 1.445-2(b) of the Closing also be executed by the Purchaser), approving:Treasury Regulations; (i) evidence of the resignations, effective purchase of the products liability insurance tail policy in accordance with Section 8.1.6; (j) an executed certificate of the secretary of Seller certifying: (a) that the Charter Documents of Seller (which are to be attached to the certificate) are true and correct as of the Closing Date, (b) the names and signatures of the officers authorized to sign this Agreement and the other documents to be delivered in connection herewith by Seller, and (c) the resolutions of the board of directors of Seller authorizing the transactions contemplated under this Agreement; (or equivalentk) an executed certificate of each Entity, expressly releasing, effective the secretary of the Company certifying: (a) that the Charter Documents of the Company (which are to be attached to the certificate) are true and correct as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (iib) the appointment of new directors (or equivalent) names and signatures of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior officers authorized to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from sign this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company Agreement and the other parties thereto; documents to be delivered in connection herewith by the Company, and (fc) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein resolutions of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals board of directors of the Corporate Records (which may be delivered at Company authorizing the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Courttransactions contemplated under this Agreement; (l) all third party consents and approvals set forth on Schedule 6.1(k); (m) duly executed employment agreement by and between the Company and Xxxx Xxxxxxx; and (n) an assignment and assumption agreement by and between the Company and Seller conveying Seller’s interest in the agreements set forth on Schedule 6.1(n) to the Company. (o) duly executed terminations of each of the agreements set forth on Schedule 6.1(o). Any agreement between Company Parent and Seller, or document to be delivered to Buyer pursuant to this Section 6.1 shall be in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoBuyer.

Closing Deliveries by Seller. At or prior to the Closing, Seller Sellers will deliver, deliver or cause to be delivered, delivered to Purchaser Buyer the following, each in form and substance reasonably acceptable to Buyer: (a) stock certificates representing the officer’s certificate required Purchased Shares, and stock powers duly executed and in a form acceptable to be delivered pursuant Section ‎8.1(a) Buyer necessary to transfer the Purchased Shares to Buyer on the books and Section ‎8.1(b)records of the Company; (b) the Instrument books and records of Assignmentthe Company, duly executed by Sellerincluding without limitation all stock ledgers; (c) original executed counterparts of the unanimous shareholder or required notices, consents, Permits, waivers, authorizations, orders and other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaserapprovals listed in Schedule 2.5(c), approving: (i) the resignationswith all such notices, effective as of the Closing Dateconsents, of the directors (or equivalent) of each EntityPermits, expressly releasingwaivers, effective as of the Closing Dateauthorizations, the respective Entity, the Seller orders and the Purchaser from any other approvals being in full force and all claims effect and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior not be subject to the Closing Date) and the granting satisfaction of powers of attorney to the Persons determined by Purchaser.any condition that has not been satisfied or waived; (d) executed resignations of the directors (Employment Agreements by and between the Company [and/or Cross-Bo Construction, LLC or equivalent) and officersUMCCO, solely in their capacity as directors (or equivalent) or officersLLC, as applicable] and each of Rxxxxx Xxxxxx, COO, Company at 175,000 annual, Gxxxxx Xxxxxxxx General Manager at 85,000 annual of each Entity other than those directors Cross-Bo Construction, BX Xxxxxxxxxxx OPS Manager at 50,000 annual of UMCCO, LLC and Txxxx Xxxxxx, Controler at 63,000 annual at UMCCO, LLC (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (collectively, the “Resigning IndividualsEmployment Agreements”), duly executed by each party thereto; (e) the Transition Services Agreement, a duly executed affidavit of non-foreign status from the Sellers dated as of the Closing Date in form and substance required under Section 1445 of the Code such that Buyer is exempt from withholding any portion of the Purchase Price that might otherwise be required by Section 1445 of the Company and the other parties theretoCode; (f) a good standing certificate for the Amendment Company from the Secretary of State of Delaware, and in respect of Cross-Bo and UMCCO, from the Secretary of State of Oklahoma, in each case certified as of a date no later than seven (7) days prior to Trademark Sublicense Agreement, duly executed by NII Holdings the Closing Date and good standing certificates from each other jurisdiction in which the Company, Cross-Bo and/or UMCCO is qualified to do business as a foreign entity; (g) a certificate from the amendments Company’s secretary certifying to (A) copies of the Company’s Governing Documents and releasesthose of Cross-Bo and UMCCO as in effect as of the Closing, duly executed (B) the resolutions of the Company’s shareholders and directors authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, the transfer of the Purchased Shares from the Sellers to Buyer, and the consummation of each applicable partyof the transactions contemplated hereby and thereby, referred and (C) the incumbency of officers authorized to in Section 3.5 execute this Agreement or Section 7.8any Ancillary Document to which the Company is or is required to be a party or by which the Company is or is required to be bound; (h) customary pay-off letters a certificate, duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein an executive officer of the Pay-Off AmountCompany, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying stating that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure conditions set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) 2.4 have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall deliver or cause to be delivered, delivered to Purchaser Buyer the following: : (a) a bill of sale in the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b); (b) the Instrument form of AssignmentExhibit A, duly executed by Seller; ; (b) an assignment and assumption agreement in the form of Exhibit B (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) original lease assignment and assumption agreements with respect to the Real Property Leases, in a form mutually acceptable to Seller and Buyer, (the “Real Property Assignment and Assumption Agreements”), duly executed counterparts by Seller and to the extent required by the applicable Real Property Lease, consent from the landlord thereunder to the assignment of the unanimous shareholder or other applicable equity holder resolutions Real Property Leases; (d) an employment agreement substantially in the form of each Entity (which will at the Closing also be Exhibit C, by and between Xxxx Xxxxx and Xxxxx, duly executed by Xxxx Xxxxx (the Purchaser“Sepci Employment Agreement”); (e) an employment agreement substantially in the form of Exhibit D, approving: by and between Xxxx Xxxxx and Buyer, duly executed by Xxxx Xxxxx (the “Costa Employment Agreement”); (f) any other instruments of sale, transfer, assignment, conveyance and delivery which are necessary or desirable to effect transfer to Buyer of good and marketable title to the Purchased Assets free and clear of all Liens (other than Permitted Liens) or necessary or advisable to perfect Buyer’s purchase of the Purchased Assets; (g) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the resignationsboard of directors of Seller authorizing the execution, effective as delivery and performance of this Agreement and the consummation of the Closing Datetransactions contemplated hereby, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and that all such resolutions are in full force and effect, and (iii) the revocation of all powers of attorney in existence as names and signatures of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior officers of Seller authorized to the Closing Date) sign this Agreement and the granting of powers of attorney Transaction Documents to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to which Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”)is a party; (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto.

Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause deliver the following documents to be delivered, to Purchaser the followingBuyer: (a) A certificate executed on behalf of Seller by the officer’s certificate required to be delivered pursuant Section ‎8.1(a) president or any vice president of Seller, dated the Closing Date, representing and Section ‎8.1(b);certifying, in such detail as Buyer may reasonably request, that the conditions set forth in Sections 9.1 and 9.2 have been fulfilled. (b) An opinion of in-house counsel to Seller, dated the Instrument Closing Date, in the form of AssignmentExhibit 3.2(b)-1 and an opinion of Xxxxxx & Xxxxxx L.L.P., duly executed by Seller;dated the Closing Date, in the form of Exhibit 3.2(b)-2. (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser)The certificates, approvinginstruments, and documents listed below: (i) The stock certificates representing the resignationsShares duly endorsed in blank, or accompanied by stock powers duly executed in blank, and otherwise in form acceptable to Buyer for transfer of the Shares to Buyer. (ii) The member interest certificates representing the Newco Interest duly endorsed in blank or accompanied by transfer powers duly executed in blank, and otherwise in form acceptable to Buyer for transfer of the Newco Interest to Buyer. (iii) The minute books, stock records, and corporate seal (if any), or the equivalent, of each Acquired Company. (iv) The written resignations of the directors and officers of each Acquired Company, such resignations to be effective as concurrently with the Closing on the Closing Date. (v) Evidence of the Governmental Approvals and Third Party Consents required for Seller to enter into this Agreement and perform its obligations hereunder. (vi) A certificate, dated the Closing Date, signed by the secretary or assistant secretary of Seller certifying as to the (i) Certificate of Incorporation of Seller, as amended; (ii) bylaws of Seller, as amended; (iii) incumbency and signatures of signing officers of Seller; (iv) adoption and continued effect of the resolutions of Seller’s board of directors approving and authorizing the execution, delivery and performance of this Agreement, the Related Agreements to which it is a party and the transactions contemplated hereby and thereby; and (or equivalentv) the governing documents of each Entitythe Acquired Companies. (vii) A certificate, expressly releasing, effective as of dated the Closing Date, signed by the respective Entitysecretary or assistant secretary of LeaseCo certifying as to the (i) organization documents of LeaseCo, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance)amended, and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment incumbency and signatures of new directors (or equivalent) signing officers of the respective Entity as determined by Purchaser; and LeaseCo, (iii) the revocation of all powers of attorney in existence as adoption and continued effect of the Closing resolutions of LeaseCo’s board of managers approving and authorizing the execution, delivery and performance of the Related Agreements to which it is a party and the transactions contemplated thereby. (except for those identified by Purchaser in writing no later viii) A certificate from the Secretary of State of the applicable state of incorporation or organization, dated not more than five ten (10) Business Days prior to the Closing Date, certifying as to the good standing of Seller, LeaseCo and each of the Acquired Companies, and a “bring-down” certificate as of the Closing Date with respect to the good standing of each such entity in such states. (ix) Certificates from the Secretary of State of each state in which LeaseCo and each of the Acquired Companies is qualified to do business, dated not more than ten (10) Business Days prior to the Closing Date, certifying as to the qualification of LeaseCo and the granting Acquired Companies, as the case may be, as a foreign corporation, limited liability company or limited partnership in such State. (x) Written evidence reasonably satisfactory in form and substance to Buyer of powers all (a) Governmental Approvals and Third Party Consents necessary to permit Company, Newco, LeaseCo and Seller to execute, deliver and perform this Agreement, the Related Agreements and the transactions contemplated hereby and thereby and (b) the assignment of attorney the Newco Contracts to Newco. (xi) Seller shall deliver or make available to Buyer all Books and Records in its or its Affiliates’ possession, provided that Seller shall deliver any of such records which are not immediately available at Closing to Buyer within ten (10) Business Days after the Closing. (xii) Seller shall have delivered a certificate signed by an authorized officer to the Persons determined effect that Seller is not a “foreign person” as defined in Section 1445 of the Code. (xiii) All security codes, access devices, instruments and other information, equipment or documentation reasonably necessary to vest in Buyer exclusive access to and control over the bank accounts, and similar accounts with financial institutions, of the Acquired Companies, and all safe deposit boxes, escrow deposits, or other bailments maintained by Purchaseror for the Acquired Companies, as listed on Schedule 4.20. (xiv) Such other certificates, instruments of conveyance, and documents as may be required by the terms of this Agreement to be delivered by Seller, the Company, Newco or LeaseCo or as may be reasonably requested by Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement. (d) A Sublease Agreement substantially in the form of Exhibit 3.2(d) duly executed resignations of by LeaseCo and the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”);Company. (e) An Assurances and Indemnity Agreement substantially in the Transition Services Agreement, form of Exhibit 3.2(e) duly executed by Seller. (f) An Employee Matters Agreement substantially in the Company form of Exhibit 3.2(f) duly executed by Seller. (g) A Right to Use Agreement substantially in the form attached as Exhibit 3.2(g) duly executed by LeaseCo and the Company. (h) An IT Services Agreement substantially in the form attached as Exhibit 3.2(h) duly executed by AEP Energy Services, Inc. and Enron North America Corp. if such agreement has not theretofore been entered into. (i) A Noncompetition Agreement substantially in the form attached as Exhibits 3.2(i) duly executed by Enron North America Corp. (j) Consents and Acknowledgements substantially in the forms attached as Exhibits 3.2(j)-1 and 3.2(j)-2 duly executed by HPL, LeaseCo and HPL Asset Holdings, LP, and the Xxxxxx Gas Trust and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule;such documents. (k) a certified copy of A Purchase Option Agreement substantially in the Sale Orderform attached as Exhibit 3.2(k) duly executed by HPL, as entered by the Bankruptcy Court;LeaseCo, and HPL Asset Holdings, LP. (l) A certificate, signed by an executed agreement between Company Parent and officer of Seller, in the form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (mof Exhibit 3.2(l) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of compliance with the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoKnowledge Procedures.

Closing Deliveries by Seller. At the Closing, Seller will deliver, deliver or cause to be delivered, delivered the following to Purchaser the followingBuyer: (a) a certificate, executed by the officer’s certificate required to be delivered pursuant Section ‎8.1(a) president or chief executive officer of the Seller, dated the Closing Date, representing and Section ‎8.1(b)certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied; (b) an assignment of membership interest, in which the Instrument of Assignment, duly executed by SellerSeller transfers the Interests to the Buyer; (c) original an executed counterparts certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) with respect to the Seller; (d) an IRS Form W-9 for and duly executed by the Seller; (e) a counterpart of the unanimous shareholder or other applicable equity holder resolutions Escrow Agreement, duly executed on behalf of each Entity the Seller; (f) a cross-receipt in which will the Seller acknowledges receipt of the portion of the Estimated Purchase Price payable to Seller at the Closing also be under Section 2.2(a); (g) a counterpart of the Consulting Agreement, duly executed by the Purchaser)Shareholder; (h) Evidence of the Governmental Approvals set forth on Schedule 4.6, approving:which are required for Seller to complete the Transactions; (i) written resignations of all of the resignationsofficers and managers of the Company as the Buyer shall have requested, all effective as of the Closing Date, ; (j) a certificate of the directors (secretary or equivalent) of each Entity, expressly releasing, effective as assistant secretary of the Closing DateSeller, certifying as to (i) the respective Entityincumbency of certain officers of the Seller and (ii) the adoption of resolutions by Seller’s board of directors approving the Transactions; (k) certificates of existence, issued by the Texas Secretary of State, and certificates of good standing, issued by the Texas Comptroller of Public Accounts, with respect to each of the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other Company, in each case dated no earlier than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days ten days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent the original minute book and Seller, in form and substance reasonably satisfactory to Purchaser, effecting other company records of the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order);Company; and (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A.any other Transaction Documents which, in its capacity as trustee thereunder and accordance with the express terms of this Agreement, contemplate delivery by all the settlors/beneficiaries thereunder certifying that Seller or the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of Shareholder on the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party thereto.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall deliver or cause to be delivered, delivered to Purchaser the following: (a) the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b); (b) the Instrument of Assignment, duly executed by Seller; (c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approvingBuyer: (i) a copy of the resignations, effective Certificate of Incorporation of Seller certified as of a recent date by the Closing Date, Secretary of State of the directors (or equivalent) State of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directorsDelaware; (ii) a certificate of good standing of Seller issued as of a recent date by the appointment Secretary of new directors (or equivalent) State of the respective Entity as determined by Purchaser; andState of Delaware; (iii) the revocation of all powers of attorney in existence as a certificate of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to secretary or an assistant secretary of Seller, dated the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to PurchaserBuyer, effecting as to (1) no amendments to the Certificate of Incorporation of Seller Liability Assumption since a specified date; (2) the by-laws of Seller; (3) the resolutions of the Board of Directors of Seller authorizing the execution, delivery and Company Parent Novation performance of this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby and (as defined 4) incumbency and signatures of the officers of Seller executing this Agreement and any Transaction Documents; (iv) an intellectual property assignment duly executed by Seller, substantially in the Sale Orderform of Exhibit B hereto, assigning to Buyer all right, title and interest of Seller in the Purchased Intellectual Property (the “Intellectual Property Assignment Agreement”); (mv) evidence reasonably satisfactory an assignment and assumption agreement duly executed by Seller, substantially in the form of Exhibit C hereto, pursuant to Purchaser that which Buyer agrees to assume, satisfy, perform, pay, discharge and otherwise be responsible for the Assumed Liabilities (i) the Uruguay Divestiture has been consummated “Assignment and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfiedAssumption Agreement”); (nvi) an a bxxx of sale duly executed original termination letter by Seller, substantially in the form of trust agreement number F115/2000 Exhibit D hereto, transferring all rights of Seller in and to the Purchased Assets, including the Assumed Contracts, to Buyer (the “Mifel TrustBxxx of Sale”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5); and (pvii) each a confirmation receipt reflecting the electronic delivery of the Section 7.8 Terminations andPurchased Assets, to other than the extent obtained as of the Closing DateAssumed Contracts, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretofrom Buyer or its designee.

Closing Deliveries by Seller. At or prior to the Closing, Seller will deliver, deliver or cause to be delivered, delivered to Purchaser Buyer the following, each in form and substance reasonably acceptable to Buyer: (a) stock powers duly executed in blank and in a form reasonably acceptable to Buyer necessary to transfer the officer’s certificate required Acquired Shares to be delivered pursuant Section ‎8.1(a) Buyer on the books and Section ‎8.1(b)records of the Company; (b) the Instrument required notices, consents, Permits, waivers authorizations, orders and other approvals listed in Schedule 2.2(b), and all such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be subject to the satisfaction of Assignmentany condition that has not been satisfied or waived; (c) payoff letters from the Company’s creditors in form and substance reasonably acceptable to Buyer that will release and extinguish all (A) Indebtedness of the Company and (B) Liens on any of the assets of the Company, in each case, upon the payment set forth in Section 1.2; (d) the Non-Competition and Non-Solicitation Agreement by and between Buyer and Seller in the form attached as Exhibit B hereto (the “Non-Competition Agreement”), duly executed by Seller; (ce) original executed counterparts the employment agreement in the form attached hereto as Exhibit C and/or a consulting agreement, in the form to be mutually agreed between the parties, as applicable, by and between each of the unanimous shareholder individuals set forth on Schedule 2.2(e) and Buyer (collectively, the “Employment Agreements”), duly executed by each party thereto; (f) a good standing certificate for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the proper state official in its jurisdiction of organization and each other jurisdiction set forth on Schedule 2.2(f)); (g) a certificate from the Company’s secretary or other applicable equity holder resolutions executive officer certifying as to, and attaching, (A) copies of each Entity (which will at the Closing also be executed by the Purchaser), approving: (i) the resignations, effective Company’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of Company’s stockholders and the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the directors (Ancillary Documents to which it is a party or equivalent) of each Entityby which it is bound, expressly releasing, effective as and the consummation of the Closing Date, the respective Entity, the Seller transactions contemplated hereby and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance)thereby, and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (iiC) the appointment incumbency of new directors (officers authorized to execute this Agreement or equivalent) of any Ancillary Document to which the respective Entity as determined by PurchaserCompany is or is required to be a party or otherwise bound; and (iiih) resignations effective immediately upon the revocation Closing of all powers of attorney Xxxx Xxxxxxx and Xxxxxxx Xxxxxxx in existence their capacities as directors and/or officers of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officersCompany, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable Laws; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting the capital structure set forth in Section 5.5(a) of the Seller Disclosure Schedule; (k) a certified copy of the Sale Order, as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoBuyer.

Closing Deliveries by Seller. At the Closing, Seller will deliver, shall deliver or cause to be delivered, delivered to Purchaser Buyer the following: (a) a certificate of good standing of Seller dated not more than ninety (90) days before the officer’s certificate required to be delivered pursuant Section ‎8.1(a) and Section ‎8.1(b)Closing Date issued by the Secretary of State of Pennsylvania; (b) a copy, certified by an executive officer of Seller, of the Instrument resolutions of Assignmentthe Seller Members authorizing and approving (i) Seller’s execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the Contemplated Transactions, and (ii) the change of Seller’s name in accordance with the provisions of Section 5.10; (c) a general xxxx of sale for all of the Equipment, Inventories and other tangible personal property included in the Purchased Assets, in form and substance reasonably acceptable to Buyer (the “Xxxx of Sale”), duly executed by Seller; (cd) original executed counterparts an assignment of the unanimous shareholder Accounts Receivable, Assigned Contracts, Permits (to the extent transferable to Buyer by their terms or under Applicable Law), Intellectual Property and other applicable equity holder resolutions intangible personal property included in the Purchased Assets, in form and substance reasonably acceptable to Buyer, which assignment shall also contain Buyer’s assumption of each Entity the Assumed Liabilities (which will at the Closing also be “Assignment and Assumption Agreement”), duly executed by Seller; (e) intentionally left blank; (f) intentionally left blank; (g) an assignment of Seller’s rights under the PurchaserReal Property Lease, in form and substance reasonably acceptable to Buyer, which assignment shall also contain Buyer’s assumption of Seller’s obligations under the Real Property Lease (the “Lease Assignment”), approving:duly executed by Seller and the landlord under the Real Property Lease; (h) written consents of all Third Parties necessary for the assignment and assumption of the agreements listed on Schedule 2.7(h); (i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors; (ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and (iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser. (d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”); (e) the Transition Services Employment Agreement, duly executed by the Company and the other parties thereto; (f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company; (g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8; (h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released; (i) originals of the Corporate Records (which may be delivered at the Company’s principal executive offices) together with a certificate issued by each Entity’s and Company Parent’s secretary certifying that the Corporate Records of the applicable Entity or Company Parent comply in all material respects with applicable LawsW. Xxxxxxxxxxx Xxxxx; (j) the original share certificates or evidence of other equity interests, as applicable (where required by applicable Law) of each applicable Entity reflecting documents and records related to the capital structure set forth Business and the Purchased Assets referred to in Section 5.5(a) of the Seller Disclosure Schedule;2.1(k); and (k) a certified copy of the Sale Order, such other documents and instruments as entered by the Bankruptcy Court; (l) an executed agreement between Company Parent Buyer may reasonably require to further and Seller, in form and substance reasonably satisfactory to Purchaser, effecting the Seller Liability Assumption and Company Parent Novation (as defined in the Sale Order); (m) evidence reasonably satisfactory to Purchaser that (i) the Uruguay Divestiture has been consummated and (ii) the requirements of Section 8.1(d) and Section 8.1(e) have been satisfied; (n) an executed original termination letter of trust agreement number F115/2000 (the “Mifel Trust”) duly executed by Banca Mifel, S.A., in its capacity as trustee thereunder and by all the settlors/beneficiaries thereunder certifying that the Mifel Trust has been duly terminated releasing all parties thereunder from any and all liability in connection therewith; (o) any releases reasonably requested by Purchaser pursuant to, and copies of customary corporate documents effecting the netting, contribution or distribution contemplated by, Section 3.5; and (p) each of the Section 7.8 Terminations and, give effect to the extent obtained as of the Closing Date, each of the Section 7.8 Instruments and Third Party Consents, in each case, executed and delivered by each party theretoContemplated Transactions.