Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) At the Closing, the ACE Selling Parties shall deliver to Buyer: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. On the Closing Date, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered, through the Power of Attorney or the Attorney-in-Fact (described in Article 5 hereof), the OP Agreement and other legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing shall be the following: (a) At The OP Agreement and the ClosingArticles; (b) The Amendment to the OP Agreement or other evidence of the transfer of Merger Consideration to its Equity Holders pursuant to Section 1.7; (c) Evidence of the DTC Registered REIT Stock, which shall bear substantially the legend set forth in the Articles or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder as set forth in the Articles on request and without charge; (d) An affidavit from the Management Company (or, if the Management Company is a disregarded entity within the meaning of Section 1.1445-2(d)(2)(iii), the ACE Selling Parties sole owner of the Management Company for such purposes) of non-foreign status satisfying the requirements of Treasury Regulation section 1.1445-2(b)(2); (e) Any other documents that are in the possession of the Management Company or which can be obtained through the Management Company’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership or that are reasonably necessary or desirable to effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, assignments of all state and local transfer Tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation; (f) The Operating Partnership and the Company on the one hand and the Management Company on the other hand shall deliver provide to Buyer:the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions, as applicable authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by the Management Company) and the Management Company (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (g) The Operating Partnership and the Company on the one hand and the Management Company on the other hand shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date and except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); (h) Any books, records and Organizational Documents relating to the Management Company that are in the possession of the Management Company or which can be obtained through the Management Company’s reasonable efforts; and (i) An assignment of Excluded Assets from the certificatesCompany, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer Operating Partnership or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managersSubsidiary, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as in favor of the Closing DateManagement Company, together with any required amendments to achieve the organizational documents of ACE Lo distributions contemplated under Section 1.2, and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) an assumption by the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 Management Company of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managersExcluded Liabilities, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by contemplated under Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)1.3. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the or prior to each Closing, the ACE Selling Parties shall deliver to Buyer: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hithe extent that PICO’s PICO Membership Interests are certificated, immediately available funds PICO shall deliver to UCP one or more certificates representing the number of PICO Membership Interests specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by wire security transfer to an account designated by ACE Hi (which account shall be designated powers, in writing to Buyer at least two (2) business days prior form reasonably satisfactory to the Closing Date) corporate secretary of UCP (the “Secretary ”), duly executed in an amount equal blank by PICO or PICO’s duly authorized attorney, to be exchanged for Class A Shares based on the ACE Closing PaymentExchange Rate in effect at the applicable Closing; (ii) PICO shall represent in writing, and at UCP’s reasonable request deliver confirmatory evidence reasonably satisfactory to AREHUCP, immediately available funds that no Liens exist on the PICO Membership Interests delivered pursuant to Sections 2.1(d)(i) (other than transfer restrictions imposed by wire transfer or under applicable securities laws, the LLC Agreement or this Agreement), or that such Liens have been released; (iii) if PICO delivers to an account designated by AREH UCP, pursuant to Section 2.1(d)(i), a certificate representing a number of PICO Membership Interests that is greater than the number of PICO Membership Interests specified in the applicable Exchange Request, UCP will deliver (which account shall be designated in writing or cause the Company to Buyer at least two (2deliver) business days prior to PICO certificates representing the Closing Date) in an amount equal to the AREH Closing Paymentexcess PICO Membership Interests; and (iiiiv) UCP shall deliver or cause to each Sellerbe delivered to PICO, for credit to the account or at the address specified by PICO in the Exchange Request, the certificates required by Section 10.3(a) number of Class A Shares that PICO is entitled to receive for PICO Membership Interests in the Exchange. If no account or address is specified in the Exchange Request, the Class A Shares shall be delivered to PICO at the then-acting registrar and Section 10.3(b) hereoftransfer agent of the Class A Shares or, if there is no then-acting registrar and transfer agent of the Class A Shares, at the principal executive offices of UCP.

Closing Deliveries. On the Closing Date, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered, through the Power of Attorney or the Attorney-in-Fact (described in Article 5 hereof), the OP Agreement and other legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing shall be the following: (a) At The Contribution and Assumption Agreement in the Closingform attached hereto as Exhibit B; (b) The OP Agreement and the Articles; (c) The Amendment or other evidence of the transfer of OP Units to Contributor and by Contributor to its Participants; (d) Evidence of the DTC Registered REIT Stock, which shall bear substantially the legend set forth in the Articles or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder as set forth in the Articles on request and without charge; (e) An affidavit from Contributor (or, if Contributor is a disregarded entity within the meaning of Section 1.1445-2(d)(2)(iii), the ACE Selling Parties shall sole owner of Contributor for such purposes) of non-foreign status satisfying the requirements of Treasury Regulations section 1.1445-2(b)(2); (f) The release executed by Operating Partnership and the Company in favor of the employees and Affiliates of the Supervisor in the form attached hereto as Exhibit E; (g) A copy of the most recent as-built survey of the Property, if any; (h) Any other documents that are in the possession of Contributor or which can be obtained through Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership or that are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Property Interest of Contributor directly, free and clear of all Liens (other than the Permitted Encumbrances) and effectuate the transactions contemplated hereby, including, without limitation, and only to Buyer:the extent applicable, grant deeds (if transferred directly), assignments of ground leases, air space leases and space leases, bills of sale, general assignments and all state and local transfer Tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of deeds or other Property Interest transfer documents is required; (i) [A bargain and sale deed in substantially the certificatesform attached as Exhibit F, if any, representing or in such form as is customary in the ACE Lo Equity Interests, either duly endorsed for transfer applicable jurisdiction which the Title Company shall require in order to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if issue the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerTitle Policies;] (iij) A standard owner’s affidavit executed by Contributor to the resignations extent necessary to enable the Title Company to issue to the Operating Partnership or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp.its Subsidiary, effective as of the Closing DateClosing, together with any required amendments respect to the organizational documents Property, either (i) an ALTA extended coverage owner’s or leasehold policy of ACE Lo title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request (including, without limitation, non-imputation endorsements) or (ii) such endorsements to the currently held owner’s or leasehold policy of title insurance for the Property as the Operating Partnership may reasonably request (including, without limitation, date-down, “Fairway” and Brighton Park Maintenance Corp. co-insurance endorsements), in either event with coverage for the Property equal to the an amount reasonably acceptable to the Operating Partnership, and filings with Governmental Entitiesa tie-in endorsement with respect to all Contributed Properties located in any state for which such tie-in endorsements can be issued for an owner’s or leasehold policy of title insurance, and levels of reinsurance for the Property as reasonably acceptable to the Operating Partnership, insuring fee simple and/or leasehold title (as applicable) to all real property and improvements comprising the Property in the name of the Operating Partnership (or a Subsidiary thereof, as the Operating Partnership may designate), subject only to the Permitted Encumbrances (collectively, the “Title Policies”); (iiik) The Operating Partnership and the certificates required Company on the one hand and Contributor on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by Section 10.2(athe Operating Partnership and the Company (if so requested by Contributor) and Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 10.2(b) hereof2.3; (ivl) affidavits Any Tenant Estoppels, any Ground Lease Estoppels and any other tenant estoppel certificates, in each case, to the extent obtained by the Contributor in accordance with Section 2.1(b)(viii); (m) The Operating Partnership and the Company on the one hand and Contributor on the other hand shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date and except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); (n) Any books, records and Organizational Documents relating to Contributor that are in the possession of Contributor or which can be obtained through Contributor’s reasonable efforts; (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing and (ii) the Existing Loan Release or the Existing Loan Indemnity Agreement in substantially the form attached hereto as Exhibit C (unless such Existing Loans are repaid at or prior to Closing), as applicable, in each case, duly executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeapplicable party; and (vp) owners’ affidavits and indemnities in An assignment of Excluded Assets from the forms attached to Company, the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer Operating Partnership or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managersSubsidiary, as applicable, in favor of Contributor, to achieve the Companies effective as of the Closing Datedistributions contemplated under Section 1.4, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)if applicable. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. At Closing, the Parties shall make the following deliveries: (a) At SolarMax shall make the Closing, following deliveries to the ACE Selling Parties shall deliver to BuyerJZH Holders: (i) the certificates, if any, certificates representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSolarMax Shares; (ii) the resignations or evidence Pledge Agreement, executed by SolarMax; (iii) resolutions of its board of directors relating to authorization of this Agreement, and the issuance of the SolarMax Shares, certified by an officer of SolarMax; and (iv) a good standing certificate from the Secretary of State of the State of Nevada as to the good standing of SolarMax. (b) The JZH Holders shall deliver the following documents to SolarMax: (i) share certificates representing the BVI Shares for transfer to SolarMax accompanied by an instrument of transfer conveying all right, title and interest in and to the BVI Shares to SolarMax; (ii) the Pledge Agreement, executed by the BVI Holders; (iii) a copy of the register of members of BVI HoldCo dated as of the Closing Date and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the transfer of the BVI Shares from the JZH Holders to SolarMax; (iv) a copy of the register of directors of BVI HoldCo dated as of the Closing Date and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the resignation of all previous directors of BVI HoldCo and the composition of the board of directors of BVI HoldCo consisting solely of individuals designated by SolarMax; (v) instruments signed by each of the record owners (the “Record Owners”) of the Company Interest as of date of this Agreement as set forth on Exhibit A under the heading “Record Owners” pursuant to which they (A) confirm that they are the record owners of the Company Interests set forth on Exhibit A, (B) consent to and approve this Agreement and the transactions contemplated by this Agreement; (C) confirm that they have irrevocably assigned their ownership in the Company Interests to HK Intermediate HoldCo; (D) agree that they will take all action necessary to obtain regulatory approval of the transfer of their removal from office ownership of the persons named on Schedule III(aCompany Interests to HK Intermediate HoldCo; (E) confirm that there is no action or proceeding pending or threatened which could impair their ability to complete the transfer to HK Intermediate HoldCo; (F) confirm that, except for their agreement to transfer the Company Interests to HK Intermediate HoldCo, their Company Interests are subject to no Encumbrances; and (G) such other matters as directorsSolarMax or its counsel may request; (vi) the written legal opinion of the PRC counsel for the Company, officers addressed to SolarMax and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments to in the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesform set forth in Exhibit B-1; (iiivii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 written legal opinion of the Code; and (v) owners’ affidavits BVI counsel for BVI HoldCo, addressed to SolarMax and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective dated as of the Closing Date, together with any required amendments to in the organizational documents of the Companies and filings with Governmental Entitiesform set forth in Exhibit B-2; (iiiviii) stock powers executed in blank transferring the certificates required by Section 10.2(a) and Section 10.2(b) hereofSolarMax Shares to SolarMax as provided in the Pledge Agreement; (ivix) affidavits executed by AREH the complete set of company stamps (including common stamp, stamps for contractual purpose, financial stamps, legal representative stamps) and any business licenses of its required Affiliates that satisfy the requirements of Section 1445 of the Codeeach Group Company; and (vx) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel written resolutions of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (members of BVI HoldCo approving the “Adjacent Real Property Preliminary Certifications Transaction and Reports” and, together with waiving any rights under the ACE Real Property Preliminary Certifications and Reports, BVI Articles for which waiver is required in order to consummate the “Preliminary Certifications and Reports”)Transaction. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank, if anyeach in the amount of such Bank's Commitment, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) Mortgages duly executed and delivered by Borrower creating first and prior Liens on all Mineral Interests owned by Borrower, including, without limitation, the resignations Apache Properties; (iii) a Security Agreement duly executed and delivered by Borrower; (iv) such financing statements on form UCC-1 (or any other form required by Lender in its reasonable discretion) as Administrative Agent shall require to evidence and perfect the Liens created by the Mortgages and the Security Agreement referenced in clauses (ii) and (iii) above, each of their removal from office which shall be executed and delivered by Borrower and filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (v) Facility Guarantees duly executed and delivered by Venus and EXCO; (vi) the Subordination Agreement duly executed and delivered by EXCO and acknowledged by Venus; (vii) a copy of the persons named on Schedule III(aArticles of Incorporation and all amendments thereto of EXCO and Venus accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as days of the Closing Date, together with any required amendments to issued by the organizational documents appropriate Governmental Authority of ACE Lo the jurisdiction of incorporation or organization of each of EXCO and Brighton Park Maintenance Corp. Venus, and filings with Governmental Entitiesaccompanied by a certificate of the Secretary or comparable Authorized Officer of each of EXCO and Venus that such copy is true, correct and complete on the Closing Date; (iiiviii) a copy of the certificates required Bylaws and all amendments thereto of each of EXCO and Venus accompanied by Section 10.2(a) a certificate of the Secretary or comparable Authorized Officer of EXCO and Section 10.2(b) Venus that such copy is true, correct and complete as of the date hereof; (ivix) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 a copy of the Code; and (v) owners’ affidavits Certificate of Organization and indemnities in the forms attached to the preliminary certification and report on title for each parcel all amendments thereto of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or Borrower accompanied by appropriate duly executed limited liability interest powers ora certificate that such copy is true, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; correct and complete and dated within ten (ii10) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as days of the Closing Date, together with any required amendments to issued by the organizational documents appropriate Governmental Authority of the Companies jurisdiction of incorporation or organization of Borrower, and filings with Governmental Entitiesaccompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete on the Closing Date; (iiix) a copy of the Limited Liability Company Agreement for Borrower together with a certificate from an Authorized Officer of Borrower stating that such copy is a true and correct copy of the Limited Liability Company Agreement for Borrower and that such Limited Liability Company Agreement has not been amended or modified in any respect and is in full force and effect on the Closing Date; (xi) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each of EXCO, Venus and Borrower and to the effect that of each of EXCO, Venus and Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (xii) a certificate of incumbency of all officers of each of EXCO, Venus and Borrower who will be authorized to execute or attest to any Loan Paper on behalf of EXCO, Venus or Borrower dated the date hereof, executed by the Secretary or comparable Authorized Officer of such Person; (xiii) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors of each of EXCO and Venus and the Management Committee of Borrower; accompanied by certificates of the Secretary or comparable Authorized Officer of each of EXCO, Venus and Borrower that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by Section 10.2(asuch Law, by the Bylaws of EXCO or Venus and the Limited Liability Company Agreement of Borrower) by the unanimous written consent of the Board of Directors of each of EXCO and Section 10.2(b) Venus and the Management Committee of Borrower; and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the date hereof; (ivxiv) affidavits executed by AREH an opinion of Haynxx & Xoonx, X.L.P., counsel for Borrower, EXCO and any Venus, dated the date hereof, favorably opining as to the enforceability of its required Affiliates that satisfy the requirements of Section 1445 each of the Code; andLoan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (vxv) owner’s affidavits and indemnities an opinion of Clifxx Xxxxxxx, xxecial counsel for Administrative Agent, favorably opining as to the enforceability of the Mortgages in the forms attached State of Louisiana and otherwise in form and substance satisfactory to the preliminary certifications Administrative Agent and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”).Banks; (cxvi) At the Closingsuch UCC-11 search reports as Administrative Agent shall require, Buyer shall deliver: prepared as of a date not more than twenty (i20) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) , conducted in an amount equal to the ACE Closing Paymentsuch jurisdictions and reflecting such names as Administrative Agent shall request; (iixvii) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all material respects, (B) no Default or Event of Default has occurred and is continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xviii) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit I attached hereto; (xix) a report or reports in form, scope and detail acceptable to AREHAdministrative Agent from environmental engineering firms acceptable to Administrative Agent setting forth the results of a current phase I environmental review of the Mineral Interests, immediately available funds by wire transfer which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to an account designated by AREH (which account shall be designated result in writing a material liability to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing PaymentBorrower or any of its Subsidiaries; and (iiixx) to each Sellercertificates from Borrower's insurance broker setting forth the insurance maintained by Borrower, stating that such insurance is in full force and effect, that all premiums due have been paid and stating that such insurance is adequate and complies with the certificates required by requirements of Section 10.3(a) and Section 10.3(b) hereof9.6.

Closing Deliveries. (a) At On or prior to the Closing, Amyris shall deliver, or cause to be delivered, to Nikko a certificate of Amyris’ Secretary or other duly authorized officer, in a form reasonably acceptable to Nikko, certifying that (A) attached are true and correct copies of the ACE Selling Parties resolutions of Amyris authorizing the execution, delivery and performance of this Agreement and the other documents to which it is a party contemplated hereby and thereby and the consummation of the transactions contemplated by this Agreement, (B) all such resolutions are in full force and effect and have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, on or prior to the Closing, Amyris shall deliver to Buyer: provide (i) written consents to consummate the certificatestransaction contemplated hereby, if anywhich are issued by all of the financial institution(s) and other Persons lending money to or providing guarantees for Amyris (and whose consent is required for such consummation), representing (ii) written consent from Akzo Nobel SPG LLC confirming that the ACE Lo Equity InterestsCompany is entitled to exercise any and all rights under the Akzo Nobel Agreements or other documentation relating to the Akzo Nobel Agreements reasonably satisfactory to Nikko, either duly endorsed for transfer (iii) a statement pursuant to Buyer or accompanied by appropriate duly executed limited liability interest powers orTreasury Regulation Section 1.1445-2(b), if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests reasonably satisfactory to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directorsNikko, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates providing that satisfy the requirements Amyris is not a “foreign person” for purposes of Section 1445 of the Code, (iv) a list of Amyris’ debt-holders; and (v) owners’ affidavits and indemnities in warranty deed conveying the forms attached Real Property to the preliminary certification Company together with any necessary sewer, utility and report on title for each parcel access easements; (vi) a xxxx of sale and assignment from Amyris conveying to the Company the Assets; (vii) a statement of termination of the ACE Real Properties set forth on Exhibit H-1 attached hereto UCC financing statement filed for the First Western Bank & Trust (DBA All Lines Leasing); and (viii) financial statements of Glycotech/Salisbury. In relation to Section 3.2.(a)(i), Amyris hereby confirms that it will deliver a letter of waiver and release issued by Stegodon Corporation concerning the “ACE Real Property Preliminary Certifications transactions contemplated by this Agreement and Reports”)that no other consent is required to consummate such transactions in accordance with the terms of this Agreement. (b) At On or prior to the Closing, AREH each of Nikko Chemicals and Nissa shall deliver deliver, or cause to Buyer: (i) the certificatesbe delivered, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer Amyris a certificate of Nikko Chemicals’ or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managersNissa’s Secretary, as applicable, or other duly authorized officer, in a form reasonably acceptable to Amyris, certifying that (A) attached are true and correct copies of the Companies effective resolutions of Nikko Chemicals or Nissa, as applicable, authorizing the execution, delivery and performance of this Agreement, the other documents and the other documents to which it is a party contemplated hereby and thereby and the consummation of the Closing Datetransactions contemplated by this Agreement, together (B) all such resolutions are in full force and effect and have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with any required amendments to the organizational documents of the Companies transactions contemplated by this Agreement and filings with Governmental Entities; (iiiD) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any all of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits representations and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties warranties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications herein are true and Reports” andcorrect. Further, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At at the Closing, Buyer Nikko shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated remit the Initial Purchase Price in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by accordance with Section 10.3(a) and Section 10.3(b) hereof2.2.

Closing Deliveries. (a) At Except as otherwise indicated below, at the Closing, the ACE Selling Parties AstraZeneca shall deliver the following to BuyerHorizon: (i) each of the certificatesAncillary Agreements to which AstraZeneca is a party, if anyother than the Post-Transition Safety Data Exchange Agreement, representing the ACE Lo Equity InterestsThree Party Letter Agreement and the Guarantee, either validly executed by a duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments authorized officer of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerAstraZeneca; (ii) the resignations or evidence of their removal from office a receipt acknowledging receipt of the persons named on Schedule III(a) as directorsPurchase Price in satisfaction of Horizon’s obligations pursuant to Section 2.3.1, officers and managers, as applicable, validly executed by a duly authorized representative of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities;AstraZeneca; and (iii) the certificates required Purchased Assets; provided, that (A) with respect to tangible Purchased Assets delivery shall be made as set forth in Schedule 2.4.2(a)(iii), and (B) AstraZeneca may retain one copy of the Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and records containing Product Records to Horizon, AstraZeneca shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business; provided, that, upon Horizon’s request, AstraZeneca shall provide Horizon with a general description of any such information redacted by Section 10.2(a) and Section 10.2(b) hereofAstraZeneca to the extent that AstraZeneca is permitted to do so; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of Patheon Letter; (v) the CodeAstraZeneca FDA Intent Letters; (vi) the AstraZeneca FDA Transfer Letters; and (vvii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Vimovo Litigation Records Side Letter. (b) At the Closing, AREH Horizon shall deliver the following to BuyerAstraZeneca: (i) each of the certificatesAncillary Agreements to which Horizon is a party, if anyother than the Post-Transition Safety Data Exchange Agreement and the Three Party Letter Agreement, representing the AREH Subs Equity Interests, either validly executed by a duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments authorized officer of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;Horizon; and (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together Purchase Price in accordance with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesSection 2.3.1; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereofHorizon FDA Intent Letters; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the CodeHorizon FDA Transfer Letters; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Vimovo Litigation Records Side Letter. (c) At Horizon shall conduct a quality and completeness review of the ClosingRegulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, Buyer as soon as possible, but no later than 60 days after each transfer, shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated notify AstraZeneca in writing to Buyer at least two (2) business days prior of any problems or issues experienced by Horizon regarding the completeness, navigation or readability of such transferred Regulatory Documentation that Horizon reasonably and in good faith believes are related to the Closing Datetransfer of such Regulatory Documentation (and not, for example, related to Horizon system capabilities or compatibility). AstraZeneca shall use its commercially reasonable efforts to assist Horizon in remedying any such problems or issues (if any) in an amount equal to as soon as reasonably practicable following AstraZeneca’s receipt of Horizon’s notice of the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofsame.

Closing Deliveries. (a) At the Closing, each party shall make, execute, acknowledge and deliver the ACE Selling Parties legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall deliver to Buyerinclude, without limitation, the following: (ia) a Contribution and Assumption Agreement substantially in the certificatesform attached hereto as Exhibit C; (b) for the Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that the Contributor is the holder of a number of Units equal to the Consideration; (c) an affidavit from the Contributor in the form of Exhibit D, stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to section 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (iid) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Holdings or a Participating Entity and other indicia of ownership with respect to Holdings and each Participating Entity that are in the resignations Contributor’s possession or evidence that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of their removal any Participating Entity shall be delivered or made available to the Company; (e) a certificate from office of the persons named on Schedule III(a) as directors, officers Contributor affirming that the representations and managers, as applicable, of ACE Lo warranties made by the Contributor pursuant to this Agreement remain true and Brighton Park Maintenance Corp., effective correct in all material respects as of the Closing Date; (f) the Operating Partnership Agreement; (g) a lockup agreement in the form attached hereto as Exhibit K; (h) a Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a Voting Agreement substantially in the form attached hereto as Exhibit G; (j) if requested by the Company, certified copies of all organizational documents for the Contributor, together with certified copies of all appropriate limited liability company actions authorizing the execution, delivery and performance by the Contributor of this Agreement, any required amendments to related documents and the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesClosing Documents; (iiik) evidence reasonably satisfactory to the certificates Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by Section 10.2(a) and Section 10.2(b) hereofany loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (ivl) affidavits executed any other documents reasonably requested by ACE Hi the Company or the Operating Partnership to assign, transfer, convey, contribute and any deliver the Holdings Interests, free and clear of its required Affiliates that satisfy all Encumbrances, and effectuate the requirements of Section 1445 of the Codetransactions contemplated hereby; and (vm) owners’ affidavits all state and indemnities local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the forms attached Company or the Operating Partnership reasonably believes that it is required to file its organizational documentation or in which the preliminary certification and report on title for each parcel recording of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications Contribution and Reports”)Assumption Agreement is required. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, subject to all the ACE Selling Parties terms and conditions of this Agreement, Seller shall deliver or cause to Buyerbe delivered to Purchaser: (i1) the certificatescertificates executed by a proper officer of Seller, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments certifying to the organizational documents fulfillment of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesall conditions which are the obligation of Seller hereunder; (iii2) a certified copy of the certificates required by Section 10.2(a) resolutions of Seller’s Board of Directors, approving the execution of this Agreement and Section 10.2(b) hereofthe consummation of the purchase and assumption transactions contemplated hereby; (iv3) affidavits an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 2 hereto; (4) an executed Assignment and Assumption Agreement in substantially the form set forth in Exhibit 3 hereto; (5) an executed Xxxx of Sale, in substantially the form set forth in Exhibit 4 hereto, transferring to Purchaser all of Seller’s interest in the Personal Property and other Transferred Assets; (6) an executed Special Warranty Deed, in substantially the form set forth in Exhibit 5 hereto, transferring to Purchaser all of Seller’s interest in the Owned Real Property; (7) subject to Section 5.12 hereof, an executed Lease Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit 6, with respect to each Lease (the “Lease Assignments”) and such other instruments and documents as the landlords under each Lease may reasonably require as necessary or desirable for providing for the assumption by ACE Hi Purchaser of each Lease, each such instrument and any document in form and substance reasonably satisfactory to the parties hereto; (8) subject to Section 5.12 hereof, an executed Landlord Estoppel Certificate and Consent to Assignment, in substantially the form attached hereto as Exhibit 7 (each a “Landlord Estoppel”), certifying certain information regarding the Lease for each of its required Affiliates the Kingwood Xx. Xxxxxx and the Eagle Springs Branch; (9) an executed Assignment, Transfer and Appointment of Successor Custodian for XXX Accounts with respect to the transfer of the XXX Accounts in substantially the form set forth in Exhibit 8; (10) the Records; (11) an executed limited Power of Attorney, in substantially the form set forth in Exhibit 9; (12) immediately available funds equal to the Estimated Payment Amount; (13) the Cash on Hand; (14) possession of the Leased Real Property and the Owned Real Property in substantially the condition existing on the date hereof, reasonable ordinary wear and tear excepted; (15) an executed certificate of non-foreign status in the form and manner that satisfy the requirements of complies with Section 1445 of the CodeCode (as defined in Section 2.6 hereof) and the Treasury Regulations thereunder; (16) such other documents and instruments evidencing such actions or providing such assurances, as Purchaser reasonably requests of Seller in order to consummate the transactions contemplated by this Agreement and to fully vest in Purchaser, all rights, title, and interest of Seller in and to the Transferred Assets and Assumed Liabilities transferred to the Purchaser hereby; (17) all collateral security of any nature whatsoever held by Seller as collateral for any of the Transferred Assets; (18) an executed Seller’s affidavit delivered to the Title Company as required by Section 5.18(c) hereof; and (v19) owners’ affidavits and indemnities the Payment Amount in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)accordance with Section 2.2 hereof. (b) At the Closing, AREH Purchaser shall deliver to BuyerSeller: (i1) the certificatesa certificate executed by a proper officer of Purchaser, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective dated as of the Closing Date, together with any required amendments certifying to the organizational documents fulfillment of all conditions which are the Companies and filings with Governmental Entitiesobligation of Purchaser hereunder; (iii2) a certified copy of the certificates required by Section 10.2(a) resolutions of Purchaser’s Board of Directors, approving the execution of this Agreement and Section 10.2(b) hereofthe consummation of the purchase and assumption transactions contemplated hereby; (iv3) affidavits an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 2 hereto; (4) an executed Assignment and Assumption Agreement in substantially the form set forth in Exhibit 3 hereto; (5) an executed Xxxx of Sale in substantially the form set forth in Exhibit 4 hereto; (6) subject to Section 5.12 hereof, executed Lease Assignments and such other instruments and documents as the landlords under each Lease may reasonably require as necessary or desirable for providing for the assumption by AREH Purchaser of each Lease, each such instrument and any document in form and substance reasonably satisfactory to the parties hereto; (7) an executed Assignment, Transfer and Appointment of its required Affiliates that satisfy Successor Custodian for XXX Accounts with respect to the requirements of Section 1445 transfer of the CodeXXX Accounts in substantially the form set forth in Exhibit 8 hereto; (8) such other documents and instruments evidencing such actions or providing such assurances, as Seller reasonably requests of Purchaser in order to consummate the transactions contemplated by this Agreement; and (v9) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reportsif applicable, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated Negative Payment Amount in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by accordance with Section 10.3(a) and Section 10.3(b) 2.2 hereof.

Closing Deliveries. (a) At Lender shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Lender and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerEffective Date: (i) an Amended and Restated Promissory Note payable to the certificatesorder of Lender in the amount of the Commitment (as increased pursuant to this Agreement), if anysubstantially in the form of Exhibit A attached hereto (the “Amended Note”), representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence of their removal from office a copy of the persons named on Schedule III(a) as directorsarticles or certificate of incorporation, officers articles or certificate of organization, or comparable charter documents, and managers, as applicableall amendments thereto, of ACE Lo Borrower and Brighton Park Maintenance Corp.each Material Subsidiary, effective accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Closing Effective Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) a copy of the certificates required operating agreement or comparable charter document, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by Section 10.2(aa certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and Section 10.2(b) hereofcomplete on the Effective Date; (iv) affidavits certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Lender has requested relating to the existence of Borrower and each Material Subsidiary and to the effect that each such Person is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (v) a certificate of incumbency of all Managers of Borrower who will be authorized to execute or attest to any Loan Document, dated the Effective Date, executed by ACE Hi an authorized Manager of Borrower; (vi) copies of resolutions or comparable authorizations approving this Agreement and any the other Loan Documents and authorizing the transactions contemplated by this Agreement and the other Loan Documents (including without limitation the Commitment increase contemplated by this Agreement), duly adopted by the board of its managers and, if applicable, members of Borrower accompanied by a certificate of a Manager of Borrower that such copies are true, correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required Affiliates that satisfy by such Law, by the requirements operating agreement or comparable charter documents of Section 1445 Borrower) by the unanimous written consent of the Codeboard of managers and, if applicable, members of Borrower, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or rescinded or revoked in any respect, and are in full force and effect as of the Effective Date; and (vvii) owners’ affidavits such other documents, certificates and indemnities instruments as Lender or its counsel may have reasonably requested (provided that no legal opinions will be required under this Section 4(a)), such documents, certificates and instruments to be satisfactory to Lender or its counsel in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)all respects in its or their reasonable discretion. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, each Party shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the ACE Selling Parties Attorney-in-Fact, the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall deliver to Buyerinclude, without limitation, the following: (ia) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificatedMeruelo Trust, one or more instruments stock certificates registered in the name of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerMeruelo Trust evidencing the issuance of the Merger Consideration; (iib) an affidavit from Meruelo Trust in the resignations form of Exhibit B, stating, under penalty of perjury, Meruelo Trust’s United States Taxpayer Identification Number and that Meruelo Trust is not a foreign person pursuant to Section 1445(b)(2) of the Code and a comparable affidavit satisfying California and any other state withholding requirements; (c) all title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes held by the Meruelo Entities and other indicia of ownership with respect to S Corp that are in the Meruelo Entities’ possession or that can be obtained through reasonable efforts, and in the case of Meruelo Trust, in its capacity as a shareholder of S Corp; (d) a certificate from Meruelo Trust affirming that the representations and warranties made by Meruelo Trust pursuant to this Agreement remain true and correct as of the Closing Date and that all obligations to be performed by each of the Meruelo Entities under this Agreement have been performed by each of each of the Meruelo Entities on or before the Closing Date; (e) if requested by the Company, certified copies of all appropriate organizational documents for each Meruelo Entity, together with certified trust or corporate actions authorizing the execution, delivery and performance by each of the Meruelo Entities of this Agreement, any related documents and the Closing Documents; (f) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of their removal indebtedness related to any Property; (g) an opinion letter from office DLA Piper US LLP addressed to the S Corp and to the Company concluding that the Merger qualifies as a reorganization under Section 368 of the persons named on Schedule III(aCode; (h) as directorsany other documents reasonably requested by the Company to assign, officers transfer, convey, contribute and managersdeliver the Participating Entity Interests, as applicablefree and clear of all Encumbrances, of ACE Lo and Brighton Park Maintenance Corp.effectuate the transactions contemplated hereby, effective including, without limitation, any documents necessary to enable the Title Insurance Company to issue the Title Policies as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (vi) owners’ affidavits all state and indemnities local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the forms attached Company or the Operating Partnership is required to file its organizational documentation or in which the preliminary certification and report on title for each parcel recording of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications Contribution and Reports”)Assumption Agreement is required. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. At the Closing: (a) At the Closing, the ACE Selling Parties shall Seller will deliver to Buyer: Buyer (i) the certificatescounterparts of each Ancillary Agreement to which it or one of its Affiliates is a party, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orby Seller or the applicable Affiliate, if including the ACE Lo Equity Interests are not certificatedXxxx of Sale for the Purchased Assets, one or more a Special Warranty Deed for each parcel of Owned Real Property, and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of assignment transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities and vesting in a form approved by Buyer conveying such ACE Lo Equity Interests all of Seller’s right, title and interest in, to Buyer; and under the Purchased Assets, in accordance with this Agreement, (ii) a receipt for the resignations Purchase Price, (iii) at Seller’s sole cost and expense, the Title Policies; (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Seller or evidence the applicable Affiliate; (v) copies of their removal all consents, approvals, waivers and notices obtained from office of the persons named on Schedule III(a) as directorsGovernmental Entities and third parties, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of prior to the Closing Date, together including customers and suppliers, in connection with any required amendments to the organizational documents of ACE Lo transactions contemplated hereby and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iiivi) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits California Form 593-C duly executed by ACE Hi Seller’s applicable Affiliate and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)showing a full exemption from real estate withholding. (b) At the Closing, AREH shall Buyer will deliver to Buyer: Seller (i) counterparts of each Ancillary Agreement to which it is a party, duly executed by Buyer, (ii) the certificatesClosing Payment (less deductions, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates withholdings required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed applicable Law), by AREH and any wire transfer of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an the account designated by ACE Hi (which account shall be or accounts designated in writing by Seller to Buyer at least not later than two (2) business days Business Days prior to the Closing Date, (iii) in an amount equal such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities, and (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Buyer or the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Paymentapplicable Affiliate; and (iiic) Each party will deliver to each Sellerthe other such certificates and other documents required to be delivered by it at Closing under Articles VI or VII, the certificates required by Section 10.3(a) and Section 10.3(b) hereofas applicable.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the ACE Selling Parties Ableauctions Shareholders shall deliver have delivered or caused to Buyerbe delivered to Top Favour and the Top Favour Shareholders the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Ableauctions and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerAbleauctions Shareholders; (ii) the resignations or evidence letter of their removal resignation from office Ableauctions’ current sole officer, with his resignation as to all of the persons named on Schedule III(aoffices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) as letter of resignation of Ableauctions’ current directors, officers and managerswith the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Acquisition and Brighton Park Maintenance Corp.the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, together with any required amendments certifying as to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificatesincumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, if anyinstruments and writings required pursuant to this Agreement (the “Transaction Documents”), representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations a copy of the persons named on Schedule III(b) as directors, officers Certificate of Incorporation and managersBy-Laws of Ableauctions, as applicable, of the Companies effective in effect on and as of the Closing Date, together with any required amendments to the organizational documents and (iii) a copy of the Companies resolutions of the Board of Directors of Ableauctions authorizing and filings approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with Governmental Entitiesthe Transaction Documents, and the transactions contemplated thereby; (iiiviii) the certificates required by Section 10.2(a) all corporate records, board minutes and Section 10.2(b) hereof; (iv) affidavits executed by AREH resolutions, tax and financial records, agreements, seals and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeother information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (vix) owner’s affidavits and indemnities such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments, and agreements, each of which shall be in form and substance and executed in such counterparts (if applicable) as shall be acceptable to Administrative Agent and each of which shall, unless otherwise indicated, be dated as of the Fourth Amendment Effective Date: (a) At counterparts hereof duly executed by the Closing, Borrower and each of the ACE Selling Parties shall deliver Lenders and consent and agreement counterparts hereof duly executed by the other Loan Parties; (b) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D-2 to Buyer: the Credit Agreement (i) the certificatescertifying that no Default has occurred, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) setting forth reasonably detailed calculations demonstrating pro forma compliance with the resignations Consolidated Total Interest Coverage Ratio for the Rolling Period ended December 31, 2013 (without adding any Equity Cure Amounts or evidence Equity Cure Rollover Amounts in the calculation of their removal from office Annualized Consolidated EBITDA) and the Consolidated Total Leverage Ratio (calculated in accordance with Section 2.1), including, without limitation, reasonably detailed calculations of the persons named on Schedule III(a) as directorsSpecified Projects EBITDA Adjustment for each Specified Project (including a reasonably detailed summary of the terms of the applicable customer contracts relating to such calculation), officers each Specified Project’s Scheduled Completion Date, and managerseach Specified Project’s Projected Capacity (and, as if applicable, of ACE Lo any changes to such Projected Capacity and Brighton Park Maintenance Corp.supporting information as required), effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) stating whether any change in GAAP or in the certificates required by application thereof has occurred since the date of the financial statements referred to in Section 10.2(a) and Section 10.2(b) hereof; 7.04 of the Credit Agreement and, if any such change has occurred, specifying the effect of such change on such calculations, (iv) affidavits executed by ACE Hi attaching reports setting forth the processing volumes for the Rolling Period ended December 31, 2013, and any (v) certifying as to the satisfaction of its required Affiliates that satisfy the requirements of Section 1445 each of the Codeconditions precedent set forth in this Section 2 (other than with respect to the Administrative Agent’s acceptance of the form and substance of the closing deliveries required under this Section 2.3); and (vc) owners’ affidavits such other documents, instruments and indemnities in certificates as the forms attached Administrative Agent or its counsel may reasonably request relating to the preliminary certification foregoing, the organization, existence and report on title for each parcel good standing of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications General Partner and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations each of the persons named on Schedule III(b) as directorsLoan Parties, officers the authorization of this Amendment and managersthe transactions contemplated hereby, as applicable, of the Companies effective as of the Closing Date, together with and any required amendments other legal matters relating to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and ReportsGeneral Partner, the “Preliminary Certifications Loan Parties and Reports”)this Amendment. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. At or prior to the Closing, (a) At Chemtura shall, and shall cause the Closingother Sellers to, deliver or cause to be delivered to Purchaser (and, where applicable, the ACE Selling Parties shall deliver to BuyerCountry-Specific Purchasers) the following: (i) an executed copy of an assignment and assumption agreement, substantially in the certificatesform of Exhibit A, if any, representing providing for the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied assumption of Assumed Liabilities by appropriate duly executed limited liability interest powers or, if Purchaser (the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer“Assignment and Assumption Agreement”); (ii) the resignations or evidence of their removal from office executed copies of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesInternational Asset Purchase Agreements; (iii) executed copies of the certificates required by Section 10.2(a) and Section 10.2(b) hereofInternational Stock Purchase Agreements; (iv) affidavits such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the transfer of) the Transferred Assets in accordance herewith; (v) an executed copy of the Transition Services Agreement; (vi) an executed copy of each Supply Agreement; (vii) an executed copy of the IP License Agreement; (viii) an executed copy of each of the Brazilian Closing Agreements; (ix) executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B (subject to changes in such form as may be required by ACE Hi local Laws or as may be customary in each jurisdiction), with respect to each Transferred Real Property Lease (collectively, the “Real Property Lease Assignments”); (x) certificates representing the Equity Interests in the Transferred Entities, duly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in the form of stock, or other documents as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser or its specified designees; (xi) a certificate from each relevant Seller, in form and substance reasonably satisfactory to Purchaser, establishing that the transfer of any Transferred Asset that is a United States real property interest within the meaning of its required Affiliates that satisfy Section 897(c) of the requirements of Code is exempt from withholding under Section 1445 of the Code; (xii) resignations of those officers and directors of any Transferred Entity that Purchaser shall request in writing at least 5 Business Days prior to the Closing; (xiii) certificate of good standing (or the functional equivalent thereof, if any, in the applicable jurisdiction) of each Transferred Entity identified with an asterisk on Schedule B in its applicable jurisdiction of formation dated no earlier than ten Business Days prior to the Closing Date; (xiv) payoff letters and lien releases with respect to any Closing Indebtedness that constitutes indebtedness for borrowed money (and any other liens agreed upon in good faith by the parties), in a form reasonably acceptable to the parties; and (vxv) owners’ affidavits and indemnities unaudited consolidated statements of income of the Business in a form substantially similar to the “Hyperion P&L” statements contained in the forms attached “Project Platinum” online data room (items 3.2.29.1 and 3.2.29.2) for each month in calendar year 2014 ended 45 days or more prior to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Closing Date. (b) At Purchaser (and, where applicable, the Closing, AREH Country-Specific Purchasers) shall deliver to BuyerChemtura the following: (i) an executed copy of each of the certificates, if any, representing Assignment and Assumption Agreement; each International Asset Purchase Agreement; each International Stock Purchase Agreement; the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if Transition Services Agreement; the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSupply Agreements; the IP License Agreement; the Real Property Lease Assignments; and the Brazilian Closing Agreements; (ii) the resignations all such other documents and instruments of the persons named on Schedule III(b) assumption as directorsshall be reasonably necessary for Purchaser (and, officers and managers, as where applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (iCountry-Specific Purchasers) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated assume the Assumed Liabilities in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Paymentaccordance herewith; and (iii) to each Sellerstock certificates or, the certificates required by Section 10.3(a) and Section 10.3(b) hereofat Chemtura’s option, evidence of shares in book-entry form, representing 2,000,000 shares of Purchaser Common Stock.

Closing Deliveries. (a) At the Closing, each party shall make, execute, acknowledge and deliver the ACE Selling Parties legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall deliver to Buyerinclude, without limitation, the following: (ia) a Contribution and Assumption Agreement substantially in the certificatesform attached hereto as Exhibit C; (b) for the Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that the Contributor is the holder of a number of Units equal to the Consideration; (c) an affidavit from the Contributor in the form of Exhibit D, stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to section 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (iid) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Holdings or a Participating Entity and other indicia of ownership with respect to Holdings and each Participating Entity that are in the resignations Contributor’s possession or evidence that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of their removal any Participating Entity shall be delivered or made available to the Company; (e) a certificate from office of the persons named on Schedule III(a) as directors, officers Contributor affirming that the representations and managers, as applicable, of ACE Lo warranties made by the Contributor pursuant to this Agreement remain true and Brighton Park Maintenance Corp., effective correct in all material respects as of the Closing Date; (f) the Operating Partnership Agreement; (g) a lockup agreement in the form attached hereto as Exhibit L; (h) a Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a Voting Agreement substantially in the form attached hereto as Exhibit H; (j) A Purchase Option with respect to the Excluded Properties substantially in the form attached hereto as Exhibit J; together with reasonable evidence of authority in connection with the execution and delivery of such Purchase Option; (k) if requested by the Company, certified copies of all organizational documents for the Contributor, together with certified copies of all appropriate limited liability company actions authorizing the execution, delivery and performance by the Contributor of this Agreement, any required amendments to related documents and the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesClosing Documents; (iiil) evidence reasonably satisfactory to the certificates Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by Section 10.2(a) and Section 10.2(b) hereofany loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (ivm) affidavits executed any other documents reasonably requested by ACE Hi the Company or the Operating Partnership to assign, transfer, convey, contribute and any deliver the Holdings Interests, free and clear of its required Affiliates that satisfy all Encumbrances, and effectuate the requirements of Section 1445 of the Codetransactions contemplated hereby; and (vn) owners’ affidavits all state and indemnities local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the forms attached Company or the Operating Partnership reasonably believes that it is required to file its organizational documentation or in which the preliminary certification and report on title for each parcel recording of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications Contribution and Reports”)Assumption Agreement is required. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At or before the Closing, the ACE Selling Parties shall make the following deliveries: (a) Seller shall deliver to Buyer: Escrow Agent: (i) the certificatesDeed, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) a Bxxx of Sale in the resignations form attached hereto as Schedule "D" conveying Seller's right, title and interest in the property thereunder free of any liens or evidence of their removal from office encumbrances, (iii) a counterpart of the persons named on Reciprocal Easement Agreement in the form attached hereto as Schedule III(a"E", (iv) as directors, officers and managers, as applicable, a recordable termination of ACE Lo and Brighton Park Maintenance Corp., effective as any notice or memorandum of lease that may have been executed with respect to the Closing Date, Lease together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the Seller resolutions or certificates as may be required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of Land Court to file the Codesame,; and (v) owners’ affidavits a check or wire for the applicable MA real estate transfer tax (transfer stamps) and indemnities other closing costs payable by Seller hereunder, (vi) a release or satisfaction of any mortgage, security interest, or other encumbrance on the Premises securing an obligation of Seller other than matters permitted pursuant to Section 2 hereof, (vii) an affidavit, which includes Seller's taxpayer identification number, certifying as to whether Seller is a foreign entity subject to withholding taxes pursuant to IRC Section 1445, (viii) assignments of any permits, licenses or approvals affecting the Premises or the Project which are in Seller's name and are transferable (ix) such documents and instruments customary in commercial real estate transactions as shall be reasonably required by Buyer or its title company or Escrow Agent to effect the forms attached purposes of this Agreement, including without limitation (A) an affidavit enabling Buyer to obtain title insurance on the preliminary certification Premises without the standard exceptions for mechanic's liens and report on title for each parcel parties in possession (which affidavit may be qualified in light of Buyer's possession of the ACE Real Properties set forth on Exhibit H-1 attached hereto Premises), and (B) such good standing certificates, consents, or resolutions as may be required by the “ACE Real Property Preliminary Certifications title company or the Land Court to record the Deed and Reports”)the Reciprocal Easement Agreement, and (x) a check or wire covering the Security Deposit. (b) At Buyer shall deliver to Escrow Agent: (i) any unpaid Rent which has accrued under the Lease through the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; Note; (iii) the Subordinated Mortgage in the form attached hereto as Schedule "F", (iv) a counterpart of the Reciprocal Easement Agreement, (v) a counterpart recordable termination of any notice or memorandum of lease that may have been executed with respect to the Lease together with any Buyer resolutions or certificates as may be required by the Land Court to file the same, (vi) any customary buyer affidavits or certificates required by Section 10.2(athe title insurer insuring the Premises for the Buyer, as well as such other instruments or documents as are reasonably required to effect the purposes of this Agreement, including without limitation such good standing certificates, consents, or resolutions as may be required by the title company or the Land Court to record the Subordinated Mortgage and the Reciprocal Easement Agreement, (vii) current evidence of Buyer's formation and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities good standing in the forms attached State of Delaware and its qualification to do business in Massachusetts, and (viii) a check or wire for any closing costs payable by Buyer hereunder. Seller's right to payment under the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together Note shall be pari passu with the ACE Real Property Preliminary Certifications rights of any holders of equity or membership interests in Buyer and ReportsBuyer shall not grant any rights to distribution which are inconsistent with the foregoing. The Subordinated Mortgage shall be granted by Buyer to Seller subject only to matters of record affecting the Premises at the txxx Xxxxxx conveyed the same to Buyer (excluding mechanic's liens or other encumbrances created by Buyer), and the “Preliminary Certifications and Reports”)lien of any Paramount Mortgage or Paramount Lien, each as defined in the Mortgage. (c) At Buyer and Seller may agree, as part of the Closingsettlement instructions to Escrow Agent, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to offset and adjust their respective payment obligations of Rent and the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofSecurity Deposit.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to Buyerinto escrow with the Escrow Agent: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerThe Deed; (ii) the resignations or evidence of their removal from office Two (2) original executed counterparts of the persons named on Schedule III(aXxxx of Sale and Assignment (iii) as directorsTwo (2) original executed counterparts of a Xxxx of Sale, officers pursuant to which Seller transfers any Personal Property and managersEquipment to Purchaser; (iv) Three (3) original counterparts of the executed Settlement Statement; (v) Original executed Lease Status Report; (vi) Original executed GSA Consent; (vii) A certification of Seller’s representations, as applicable, of ACE Lo stating that all the representations in Section 8.1 remain true and Brighton Park Maintenance Corp., effective correct as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesexecuted by Seller; (iiiviii) An affidavit in a form acceptable to Purchaser and as prescribed in the certificates required by Section 10.2(a) Foreign Investment in Real Property Transfer Act of the Internal Revenue Code and Section 10.2(b) hereofthe regulations promulgated thereon which certifies that Seller is not a “foreign person” as defined therein; (ivix) affidavits executed by ACE Hi Any and any all other documents reasonably required of its required Affiliates that satisfy Seller to consummate the requirements of Section 1445 transaction contemplated hereby. (x) Original, or if original is not available, copy of the Code; andapplicable GSA Lease; (vxi) owners’ affidavits Originals, or if originals are not available, copies of the Assumed Property Contracts (which Assumed Property Contracts may be delivered by leaving them at the Property); (xii) To the extent they are in Seller’s possession (a) unless posted at the Property, all licenses and indemnities in the forms attached permits, authorizations and approvals pertaining to the preliminary certification Premises and report (b) all guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on title the Premises; (xiii) Releases in recordable form from any creditor who has filed a lawsuit and lis pendens against the Property; (xiv) To the extent they are in Seller’s possession, originals or, if originals are not available, copies, of all Plans and Specifications, technical manuals and similar materials for each parcel the Property (which materials may be delivered by leaving them at the Property). (xv) Original executed Rent Direction Notice from Seller to the depository institution in which Seller regularly deposits rents from the Property. (xvi) Evidence of Seller’s termination of all Property Contracts, effective as of Closing, of all Property Contracts other than the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Assumed Property Preliminary Certifications and Reports”)Contracts. (b) At the Closing, AREH Purchaser shall deliver to Buyerinto escrow with the Escrow Agent: (i) An amount equal to the certificates, if any, representing Purchase Price less the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if Deposit and any other amounts due from Purchaser as indicated on the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSettlement Statement; (ii) the resignations Three (3) original counterparts of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entitiesexecuted Settlement Statement; (iii) Two (2) original executed counterparts of the certificates required by Section 10.2(a) Xxxx of Sale and Section 10.2(b) hereof;Assignment; and (iv) affidavits executed by AREH Any and any all other documents reasonably required of its required Affiliates that satisfy Purchaser to consummate the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transaction contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. At the Closing: (a) At Seller will deliver the Closing, the ACE Selling Parties shall deliver following to BuyerBuyer or its designees: (i) All consents, waivers or approvals obtained by Parent or Seller with respect to the certificatesconsummation of the transactions contemplated by this Agreement and the Ancillary Agreements, if anyto the extent specifically required hereunder and thereunder, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerincluding Seller’s Required Consents; (ii) the resignations or evidence of their removal from office Counterparts of the persons named on Schedule III(a) as directorsDeeds, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesduly executed by Seller (or its relevant Affiliate); (iii) Counterparts executed by Seller to the certificates required by Section 10.2(a) and Section 10.2(b) hereofXxxx of Sale; (iv) affidavits Counterparts executed by ACE Hi Seller to an Assignment and any Assumption of its required Affiliates that satisfy the requirements of Pipeline Easement; (v) A FIRPTA Certificate under Section 1445 1445(b)(2) of the Code, substantially in the form of Exhibit B hereto; (vi) Counterparts executed by Seller to the Assignment of Transferred Intellectual Property Agreement; (vii) Counterparts executed by Seller to one or more Assignment and Assumption of Easement Agreements; (viii) Counterparts executed by Seller to the PJM Transition Services Agreement; (ix) Counterparts executed by Seller to the Transition Services Agreement; (x) Counterparts executed by The Dayton Power and Light Company to the Property Tax Allocation Agreement; (xi) Counterparts executed by Seller to the Assignment and Assumption of Interconnection Service Agreements; (xii) Counterparts executed by Seller to the Assignment and Assumption of Auxiliary Power Agreements; (xiii) The Records; and (vxiv) owners’ affidavits Such other deeds, bills of sale, assignments, agreements, documents, instruments and indemnities in the forms attached writings as are required to be delivered by Seller at or prior to the preliminary certification and report on title for each parcel Closing pursuant to the terms of this Agreement, including the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”certificate contemplated by Section ‎6.02(c), or as are otherwise reasonably required in connection herewith. (b) At Buyer will deliver the Closing, AREH shall deliver following to BuyerSeller or its designees: (i) The Estimated Purchase Price by wire transfer of immediately available funds to the certificates, if any, representing account or accounts specified in the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerEstimated Statement; (ii) the resignations Counterparts of the persons named on Schedule III(b) as directorsDeeds, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entitiesduly executed by Buyer (if required); (iii) A counterpart executed by Buyer to the certificates required by Section 10.2(a) and Section 10.2(b) hereofXxxx of Sale; (iv) affidavits A counterpart executed by AREH Buyer to an Assignment and any Assumption of its required Affiliates that satisfy Pipeline Easement; (v) A counterpart executed by Buyer to the requirements Assignment of Section 1445 Transferred Intellectual Property Agreement; (vi) Counterparts executed by Buyer to one or more Assignment and Assumption of Easement Agreements; (vii) Counterparts executed by Buyer to the CodePJM Transition Services Agreement; (viii) Counterparts executed by Buyer to the Transition Services Agreement; (ix) Counterparts executed by Buyer to the Property Tax Allocation Agreement; (x) Counterparts executed by Buyer to the Assignment and Assumption of Interconnection Service Agreements; (xi) Counterparts executed by Buyer to the Assignment and Assumption of Auxiliary Power Agreements; and (vxii) owner’s affidavits Such other deeds, bills of sale, assignments, agreements, documents, instruments and indemnities in the forms attached writings as are required to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds be delivered by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days or prior to the Closing Date) in an amount equal Date pursuant to the ACE Closing Payment; (ii) to AREHterms of this Agreement, immediately available funds including the certificate contemplated by wire transfer to an account designated by AREH (which account shall be designated ‎Section 6.03(c), or as are otherwise reasonably required in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofconnection herewith.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to BuyerPure Cycle the following documents or instruments properly executed, and, where necessary, acknowledged by a notary: (i) The certificate or certificates for the certificates, if any, shares of Fort Lyon Canal Company representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer Water Rights or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are certificates cannot certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective reasonably be provided as of the Closing Date, together with any required amendments to then stock powers for such shares (the organizational documents “FLCC Certificates or Stock Powers”); (ii) The certificate or certificates for the shares representing the LAWMA Rights or if certificates cannot reasonably be provided as of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesthe Closing Date, then stock powers for such shares (the “LAWMA Certificates or Stock Powers”); (iii) The certificate or certificates or, if applicable, other appropriate instruments representing the Wheat Ridge Mutual Ditch Company shares or if certificates required by Section 10.2(a) and Section 10.2(b) hereofcannot reasonably be provided as of the Closing Date, then stock powers for such shares; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy The certificate or certificates or other appropriate instruments, if applicable, representing the requirements of Section 1445 May Valley Water Association shares or if certificates cannot reasonably be provided as of the CodeClosing Date, then stock powers for such shares; (v) The Seller Pledge Agreement and stock transfer powers with respect to the pledged Shares; (vi) Special warranty deeds (the “Property Deeds”) conveying the Property (other than water xxxxx and the Mineral Rights) to Pure Cycle and warranting title subject only to Permitted Liens and Liens otherwise accepted by Pure Cycle in writing; (vii) Special warranty deeds (the “Mineral Deeds”) conveying the Mineral Rights to Pure Cycle and warranting title subject only to Permitted Liens and Liens otherwise accepted by Pure Cycle in accordance with Section 7.8; (viii) A settlement statement prepared by the Title Company (the “Settlement Statement”); (ix) The Title Company’s unconditional written undertaking to issue the owner’s title policy, insuring fee simple title to the Property in Pure Cycle in accordance with the Title Commitments, subject only to the Permitted Liens and Liens otherwise accepted by Pure Cycle in accordance with Section 7.8 (the “Title Company Undertaking”); (x) The Pure Cycle Pledge Agreement; (xi) Certificates representing the shares of capital stock of Xxxxxxx Enterprises, Inc. and stock powers transferring such shares to Pure Cycle; (xii) Quit claim deeds to the water xxxxx listed on Schedule 2.7 (the “Quit Claim Xxxxx”) (each of which was acquired by Seller by quit claim deed); and (vxiii) owners’ Such assignments, consents, instruments and agreements as are required or contemplated herein, or as Pure Cycle or the Title Company may reasonably require to effect the transactions contemplated hereby, including without limitation those affidavits and indemnities in agreements sufficient to enable the forms attached Title Company to delete the standard exceptions (to the preliminary certification and report on title for each parcel of extent contemplated by Article VII) from the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Title Commitments. (b) At the Closing, AREH Pure Cycle shall deliver to BuyerSeller the following documents or instruments properly executed, and, where necessary, acknowledged by a notary: (i) A letter of transmittal issued by Pure Cycle to Pure Cycle’s transfer agent dated as of the Closing Date directing the issuance of the Shares in the name of the Seller in two certificates, if any, each representing one-half of the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if Shares (the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer“Transfer Agent Letter”); (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesThe Settlement Statement; (iii) Such consents, instruments and agreements as are required or contemplated herein, or as Seller or the certificates required Title Company may reasonably require to effect the transactions contemplated hereby, including without limitation those affidavits and agreements sufficient to enable the Title Company to delete the standard exceptions (to the extent contemplated by Section 10.2(aArticle VII) and Section 10.2(b) hereoffrom the Title Commitments; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy The certificate or certificates representing the requirements of Section 1445 of Fort Lyon Canal Company shares pledged pursuant to the CodePure Cycle Pledge Agreement; (v) The Pure Cycle Pledge Agreement; (vi) The Seller Pledge Agreement; and (vvii) owner’s affidavits and indemnities The Tap Participation Fees in respect of the forms attached Water Taps described on Schedule 2.5(b) for which Pure Cycle has received payment prior to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Closing. (c) At Pure Cycle shall pay all recording fees and documentary fees required in connection with the Closingdelivery and recording of the Deeds. Seller shall pay all recording fees required in connection with the recording of releases of any existing encumbrances. The parties shall each pay one-half of any Title Company escrow or closing fees, Buyer and the parties shall deliver: (i) to ACE Hi, immediately available funds pay the other costs of title insurance premiums and expenses in accordance with Section 7.4. Pure Cycle shall pay the transfer fees imposed by wire the Fort Lyon Canal Company in connection with the transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to of the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofWater Rights.

Closing Deliveries. (a) At or in conjunction with the Closing, each party shall execute and deliver all documents reasonably necessary to effect and complete the ACE Selling Parties Closing. As part of the Closing, Seller shall execute and deliver to BuyerPurchaser: (i) a special warranty deed (the certificates“Deed”), if anyproperly executed by Seller and witnessed and notarized for recording, representing conveying fee simple title to the ACE Lo Equity InterestsReal Property insured by Escrow Agent at Escrow Agent’s standard rates, either duly endorsed free and clear of all liens, restrictions, encumbrances, easements, tenancies, contracts and other matters except for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orthe Permitted Exceptions (as defined in Section 7 below). The Deed shall contain the legal description of the Property, if as reflected on the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerTitle Commitment; (ii) the resignations an assignment and bxxx of sale conveying any and all Real Property that is or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesmight be considered personal property; (iii) evidence of termination of any management agreement for the certificates required by Section 10.2(a) and Section 10.2(b) hereofProperty and/or any service contracts which Purchaser does not elect to assume; (iv) affidavits a quitclaim deed properly executed by ACE Hi Seller and any of its required Affiliates that satisfy witnessed and notarized for recording, which quitclaim deed shall contain the requirements of Section 1445 legal description of the CodeProperty, as reflected on the Survey; (v) a certificate (“Seller’s Closing Certificate”), dated as of the date of Closing and duly executed by Seller stating that the representations and warranties of Seller contained in this Contract are true and correct in all material respects as of the date of Closing; (vi) an owner’s title affidavit and indemnity in form and substance satisfactory to Escrow Agent (in its capacity as the title insurance company insuring Purchaser’s fee simple title to the Real Property) (the “Owner’s Affidavit”), however, Purchaser acknowledges that the deletion of the standard survey exception will require delivery by Purchaser of an ALTA survey to the title insurance company; (vii) an affidavit, in form and substance satisfactory to Purchaser, stating that Seller is not a “foreign person,” as referred to and defined in Internal Revenue Code Sections 1445(f)(3) and 7701(a)(30), and stating Seller’s address and United States taxpayer identification number; (viii) Intentionally Omitted; and (vix) owners’ affidavits such documents, agreements and indemnities certificates as Escrow Agent may reasonably require in order to consummate the forms attached to the preliminary certification and report on title for each parcel sale of the ACE Real Properties set forth on Exhibit H-1 attached hereto (Property in accordance with this Contract, including, without limitation, instruments reasonably satisfactory to Escrow Agent reflecting the “ACE Real Property Preliminary Certifications and Reports”)proper authority of Seller to consummate the transactions contemplated by this Contract. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, Acquiror will deliver or cause to be delivered to Sellers the ACE Selling Parties shall deliver to Buyerfollowing: (i) an amount equal to the certificates, if any, representing Preliminary Purchase Price by wire transfer of immediately available funds to an account (or accounts) designated in writing by Sellers at least two (2) Business Days prior to the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerClosing; (ii) an amount equal to the resignations CMFG Life Facility Closing Date Debt Balance by wire transfer of immediately available funds to an account (or evidence accounts) designated in writing by Sellers at least two (2) Business Days prior to the Closing; (iii) an amount equal to the JPMorgan Facility Closing Date Debt Balance by wire transfer of their removal from office immediately available funds to an account (or accounts) of JPMorgan Chase Bank, N.A. designated in writing by Sellers at least two (2) Business Days prior to the Closing; (iv) the duly executed certificate referred to in Section 8.01(a)(iv); (v) a duly executed counterpart of (A) the Transition Services Agreement, (B) the Amended and Restated Reinsurance Agreements and (C) the Administrative Services Agreement; (vi) copies (or other evidence) of the persons named on Schedule III(aapprovals of the Governmental Authorities listed in Section 4.03 of the Acquiror Disclosure Schedule; (vii) as directorsa duly executed certificate of the secretary or an assistant secretary of Acquiror, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments as to the organizational documents resolutions duly and validly adopted by the board of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any directors, or other governing body, of Acquiror evidencing its required Affiliates that satisfy the requirements of Section 1445 authorization of the Codeexecution, delivery and performance of the Transaction Agreements to which Acquiror is a party; and (vviii) owners’ affidavits such other certificates, documents and indemnities in instruments as may be reasonably necessary to consummate the forms attached to transactions contemplated by the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Transaction Agreements. (b) At the Closing, AREH shall Sellers will deliver or cause to Buyerbe delivered to Acquiror the following: (i) one or more stock certificates evidencing the certificatesShares owned by CMIC, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer in blank or accompanied by appropriate stock powers duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerblank; (ii) the written resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, each of the Companies effective directors of each of the Companies; (iii) the duly executed certificates referred to in Section 8.02(a)(iv); (iv) a duly executed counterpart of (A) the Transition Services Agreement, (B) the Amended and Restated Reinsurance Agreements, (C) the Administrative Services Agreement, (D) the Recapture Agreements, (E) the Xxxx of Sale and (F) the CMFG Life Facility Termination and Release; (v) copies (or other evidence) of the approvals of the Governmental Authorities listed in Section 3.05 of the Seller Disclosure Schedule; (vi) a duly executed certificate of the secretary or an assistant secretary of each Seller, dated as of the Closing Date, together with any required amendments as to the organizational documents resolutions duly and validly adopted by the board of directors, or other governing body, of such Seller evidencing such Seller’s authorization of the Companies execution, delivery and filings with Governmental Entitiesperformance of the Transaction Agreements to which such Seller is a party; (iiivii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any a certification of its required Affiliates that satisfy the requirements non-foreign status of CMIC, for purposes of Section 897 and 1445 of the Code; and (vviii) owner’s affidavits such other certificates, documents and indemnities in instruments as may be reasonably necessary to consummate the forms attached to transactions contemplated by the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Transaction Agreements. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver or cause to Buyerbe delivered to the Purchaser: (i) to the certificatesextent certificated, if any, certificate(s) representing all of the ACE Lo Equity Interests, either together with membership interest transfer powers, duly endorsed for transfer to Buyer in blank and certificates representing all of the membership interests or accompanied by appropriate duly executed limited liability interest powers or, if shares of capital stock of the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerCompany Subsidiaries; (ii) the resignations or evidence of their removal from office copies of the persons named on Schedule III(a) as directorsEscrow Agreement, officers the Lease Agreement, the Transition Services Agreement and managersany other Transaction Documents to which the Seller is a party, duly executed by the Seller and any of its Affiliates (as applicable); (iii) an officer’s certificate, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments duly executed by an authorized officer of the Seller, stating that the conditions to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(aClosing set forth in Sections 8.2(a) and Section 10.2(b(b) hereofhave been satisfied (the “Seller Closing Certificate”); (iv) affidavits a secretary’s certificate, dated as of the Closing Date, duly executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 Secretary of the CodeSeller, attesting to: (A) the incumbent officers of the Seller; and (B) resolutions of the Board of Directors of the Seller and, if required under the Organizational Document of the Seller, the stockholders of the Seller, in each case approving the Transactions; (v) owners’ affidavits copies of the Organizational Documents of the Company and indemnities in each of the forms attached Company Subsidiaries certified by the appropriate Governmental Entity (as to Organizational Documents filed therewith) as of a date as near as reasonably practicable to the preliminary certification and report on title for Closing Date; (vi) to the extent issued by each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto relevant jurisdictions, good standing certificates for the Company and each of the Company Subsidiaries for their respective jurisdictions of organization, each dated as of a date as near as reasonably practicable to the Closing Date; (vii) resignations of all officers and directors of the Company and each of the Company Subsidiaries; (viii) an affidavit, duly executed and acknowledged by an officer of the Seller, certifying that the Seller is a “ACE Real Property Preliminary Certifications domestic corporation” within the meaning of Sections 7701(a)(3) and Reports”)(4) of the Code and Sections 1.897-1(j) and 1.1445-2 of the applicable Treasury Regulations; (ix) any additional items required to be delivered at Closing by Section 8.2. (b) At the Closing, AREH the Purchaser shall deliver or cause to Buyerbe delivered to the Seller: (i) evidence reasonably satisfactory to the certificates, if any, representing Seller of: (A) payment of the AREH Subs Equity Interests, either duly endorsed for transfer Escrow Deposit to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments Escrow Agent as described in Section 2.4; and (B) payment of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests the remainder of the Purchase Price (less the Escrow Deposit) to Buyerthe Seller; (ii) the resignations copies of the persons named on Schedule III(bEscrow Agreement, the Lease Agreement, the Transition Services Agreement and any other Transaction Documents to which the Purchaser is a party, duly executed by the Purchaser; (iii) as directorsan officer’s certificate, officers and managers, as applicable, of the Companies effective dated as of the Closing Date, together with any required amendments duly executed by an authorized officer of the Purchaser, stating that the conditions to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(aClosing set forth in Sections 8.1(a) and Section 10.2(b(b) hereofhave been satisfied (the “Purchaser Closing Certificate”); (iv) affidavits a secretary’s certificate, dated as of the Closing Date, duly executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 Secretary of the CodePurchaser, attesting to: (A) the incumbent officers of the Purchaser; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser approving the Transactions; and (v) owner’s affidavits and indemnities in the forms attached any additional items required to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer delivered at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof8.2.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to BuyerAcquirer the following (the "Seller Closing Deliveries"), unless waived by the Acquirer: (i) the certificates, if any, certificate(s) representing the ACE Lo Equity Membership Interests, either duly endorsed for transfer to Buyer in blank or accompanied by appropriate stock powers duly executed limited liability interest powers orin blank by the registered holder or holders thereof, if as of the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerClosing Date and bearing any required legend; (ii) copies of all documents evidencing the resignations or evidence of their removal from office ownership by Del Sol Investments SA de CV of the persons named on Schedule III(aProperty; (iii) the articles of organization of Del Sol LLC, its membership register, and all minutes and resolutions of its board of directors; (iv) the Operating Agreement of Del Sol LLC, certified by the Secretary of Del Sol LLC as directorsof the Closing Date; (v) resolutions of the board of directors and unanimous consent of the members of Del Sol LLC approving this Agreement and the transactions contemplated hereby, officers and managerscertified by the Secretary of Del Sol LLC as of the Closing Date; (vi) an incumbency certificate, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments in form reasonably satisfactory to Acquirer, executed by the organizational documents Secretary of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesDel Sol LLC; (iiivii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any copies of its required Affiliates that satisfy the requirements of Section 1445 an appraisal report of the CodeProperty completed in April 2003 by the registered public officer in the State of Xxxxxxxx; and (viii) a legal opinion from Xxxxx and XxXxxxxx in the form attached hereto as EXHIBIT 7 setting forth standard opinions for a transaction of this type including but not limited to: (i) marketable title to the Property, free and clear of any liens, restrictions or encumbrances of any kind, except Permitted Encumbrances; (ii) valid existence of Seller, Del Sol LLC and Del Sol S.A.; (iii) legal authority of Seller to enter into this Agreement, (iv) valid existence of the Lease, and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”).no pending or threatened litigation against Seller, Del Sol LLC or Del Sol S.A., and (b) At the Closing, AREH Acquirer shall deliver to BuyerSeller the following (the "Acquirer Closing Deliveries"), unless waived by the Seller: (i) certificates(s) representing 10,500,000 shares of Series C Convertible Preferred Stock of the certificatesAcquirer and 30,000,000 common shares of Acquirer, if anyalong with appropriate stock powers and documents required for transfer, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if by the AREH Subs Equity Interests are not certificated, one or more instruments President and Secretary of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerAcquirer as of the Closing Date and bearing any required legend; (ii) the resignations resolutions of the persons named on Schedule III(b) board of directors of Acquirer approving this Agreement and the transactions contemplated hereby, certified by the Secretary of Acquirer as directors, officers and managers, as applicable, of the Companies effective Closing Date; (iii) an incumbency certificate, dated as of the Closing Date, together with any required amendments in form reasonably satisfactory to Seller, executed by the organizational documents Secretary of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereofAcquirer; (iv) affidavits a fully executed by AREH and any Pledge Agreement, in the form attached hereto as EXHIBIT 1 (v) a fully executed Registration Rights Agreement, in the form attached hereto as EXHIBIT 2; (vi) a fully executed Series C Preferred Stock Certificate of its required Affiliates Designations, in the form attached hereto as EXHIBIT 3, with evidence satisfactory to Seller that satisfy such Certificate of Designations has been filed with the requirements Secretary of Section 1445 State of the CodeState of Florida; and (vvii) owner’s affidavits and indemnities a fully executed Consulting Agreement with ANL Capital GP as set forth in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 Consulting Agreement attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.Exhibit 5

Closing Deliveries. The Buyer shall have received at or prior to the Closing such documents, instruments or certificates as the Buyer may reasonably request including, without limitation: (a) At the stock certificates representing the Shares; (b) such certificates of the Company's officers and directors and of the Stockholders and such other documents evidencing satisfaction of the conditions specified in this Section 8 as the Buyer shall reasonably request; (c) a certified copy of the commercial registry (tokibo-tohon) of the Company issued by the Japanese Legal Affairs Bureau as to the legal existence of the Company in Japan and certificates of the appropriate governmental agency as to the legal existence and good standing (if applicable) of each of the Subsidiaries in their respective jurisdictions of organization; (d) certificates of an authorized director of the Company attesting to the incumbency of the Company's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement (an executed original of such resolutions to be attached to such certificate), and the authenticity and continuing validity of the Articles of Incorporation delivered pursuant to Section 3.1; (e) where required by the applicable Lease, estoppel certificates from each lessor from whom the Company or any Subsidiary leases real or personal property consenting to the acquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company or such Subsidiary under such Lease; (f) where required by the applicable Lease, estoppel certificates from each tenant to whom the Company or any Subsidiary leases real property consenting to the acquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company or such Subsidiary under such Lease; (g) certificates of appropriate governmental officials in each jurisdiction (other than Japan) in which the Company or any Subsidiary is required to qualify to do business as a foreign corporation as to the due qualification and good standing (including tax) of the Company or Subsidiary, as the case may be; (h) written resignation of the Company's statutory auditor, effective upon the Closing, the ACE Selling Parties shall deliver to Buyer:; (i) the certificateswritten resignation of each non-employee officer and director of the Company or a Subsidiary as the Buyer, if anyon or prior to December 20, representing 2001, shall have requested the ACE Lo Equity Interests, either duly endorsed for transfer Company or the Stockholders to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerobtain; (iij) the resignations or evidence of their removal from office original corporate minute books of the persons named on Schedule III(a) as directors, officers Company and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesall corporate seals; (iiik) a cross receipt executed by the certificates required by Section 10.2(a) and Section 10.2(b) hereofStockholders; (ivl) affidavits executed stock certificates representing the Minority Shares being sold by ACE Hi and any the Selling Minority Stockholders, which together with the Shares, will equal 97.1% or more of its required Affiliates that satisfy all the requirements outstanding shares of Section 1445 capital stock of the CodeCompany; and (vm) owners’ affidavits the Minority Stock Purchase Agreements, executed by the Selling Minority Stockholders, and indemnities in any certificates, documents or other papers required to be delivered by the forms attached to Selling Minority Stockholders at the preliminary certification and report on title for each parcel closing of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Minority Stock Purchase Agreements. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the or prior to each Closing, with respect to each Principal Holder that requests the ACE Selling Parties shall deliver to BuyerExchange contemplated for such Closing: (i) to the certificatesextent that such Principal Holder’s Exchange Shares are certificated, if anysuch Principal Holder shall deliver to HMH B.V. or the Corporation, as applicable, certificates representing the ACE Lo Equity InterestsExchange Shares for the number Bundles of Exchange Shares specified in the applicable Redemption Request (or an affidavit of loss in lieu thereof in customary form, either duly endorsed for transfer without any requirement to Buyer post a bond or furnish any other security), accompanied by appropriate security transfer powers, in form reasonably satisfactory to HMH B.V. or the Corporation, as applicable, duly executed limited liability interest powers orin blank by such Principal Holder or such Principal Xxxxxx’s duly authorized attorney, if to be Exchanged based on the ACE Lo Equity Interests are not certificated, one or more instruments of assignment Exchange Rate in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyereffect at the applicable Closing; (ii) such Principal Holder shall represent in writing that no Liens exist on the resignations Exchange Shares delivered pursuant to Sections 2.01(d)(i) (other than transfer restrictions imposed by or evidence of their removal from office of under applicable securities laws, the persons named on Schedule III(a) as directorsPartnership Agreement and this Agreement), officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with or that any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiessuch Liens have been released; (iii) in the certificates required by Section 10.2(a) event that Akastor elects, pursuant to the Hybrid Exchange Option, to exchange Mercury US Shares in lieu of HMH B.V. Non-Voting Class A Shares, Xxxxxxx shall represent in writing that the Mercury US Shares have been duly authorized and Section 10.2(b) hereofvalidly issued and are fully paid and non-assessable; (iv) affidavits executed by ACE Hi and any if such Principal Holder delivers to HMH B.V. or the Corporation, pursuant to Section 2.01(d)(i), a certificate representing a number of its required Affiliates Exchange Shares that satisfy is greater than the requirements number of Section 1445 Bundles of Exchange Shares specified in the Codeapplicable Redemption Request, HMH B.V. or the Corporation will deliver to such Principal Holder certificates representing the excess Exchange Shares, as applicable; and (v) owners’ affidavits and indemnities in HMH B.V. or the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the ClosingCorporation, AREH as applicable, shall deliver or cause to Buyer: be delivered to such Principal Holder (ix) the certificatesapplicable Stock Consideration, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer registered in such names and such denominations as such Principal Holder requested pursuant to Buyer or accompanied by appropriate duly executed limited liability interest powers Section 2.01(b)(iii) or, if the AREH Subs Equity Interests are not certificatedCorporation and the Exchanging Principal Holder have mutually agreed as provided in Section 2.01(a), one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (iiy) the resignations applicable Cash Consideration. To the extent that any Stock Consideration is to be paid or settled through the facilities of The Depository Trust Company, HMH B.V. or the persons named on Schedule III(b) as directors, officers and managersCorporation, as applicable, shall, subject to Section 3.02(a) below, upon the written instruction of a Principal Holder, deliver or cause to be delivered such Stock Consideration deliverable to such Principal Holder, through the facilities of The Depository Trust Company, to the account of the Companies effective as participant of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account The Depository Trust Company designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofsuch Principal Holder.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to Buyer: (i) a Certificate or Certificates signed by an appropriate officer of Seller stating that (A) each of the certificatesrepresentations and warranties contained in ARTICLE 3 is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, if anyand (B) all of the conditions set forth in Section 7.02(b) and Section 1.01(d), representing the ACE Lo Equity Interestsinsofar as Section 7.02(d) pertains to approvals required to be obtained by Seller, either duly endorsed for transfer to Buyer have been satisfied or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerwaived as provided therein; (ii) the resignations or evidence of their removal from office payment to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, of the persons named Estimated Purchase Price; (iii) a certified copy of the resolutions of the Board of Directors of Seller authorizing the execution of this Agreement and the consummation of the purchase and assumption transaction contemplated hereby; (iv) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 1 hereto; (v) an executed Assignment and Assumption of Contracts Agreement in substantially the form set forth in Exhibit 2 hereto; (vi) an executed Xxxx of Sale in substantially the form set forth in Exhibit 3 hereto; (vii) a special warranty deed or deeds (subject to Permitted Exceptions, as such term is defined in Section 11.15 hereof), conveying the Real Property to Buyer in substantially the form set forth in Exhibit 4 hereto; (viii) an executed Assignment, Transfer and Appointment of Successor Trustee for XXX Accounts in substantially the form set forth in Exhibit 5 hereto; (ix) an executed Limited Power of Attorney in substantially the form set forth in Exhibit 6 hereto; (x) such other bills of sale, assignments, and other instruments and documents as the Buyer and Seller may mutually deem necessary or desirable for transferring, assigning and conveying to Buyer good, marketable and insurable title to the Assets, including without limitation such assignments and other appropriate instruments of transfer and conveyance of all mortgages, notes, pledge and security agreements pertaining to the Loans being transferred to Buyer pursuant to this Agreement (including separate assignment documents for filing with respect to mortgages of record); (xi) listings of the Deposit Liabilities as of the Closing Date (the “Deposit Listings”) on Schedule III(amagnetic tape or utilizing such other method of information transfer as the parties may mutually agree, which Deposit Listings shall include, for each account, the account number, outstanding principal balance, and accrued interest; (xii) such Records as directorsare capable of being delivered to Buyer, officers which Records (other than the current promissory notes related to the Loans which shall be originals), may, at Seller’s option, be delivered by delivery of imaged, photocopies or other non-original and managersnon-paper media in lieu of original copies; and (xiii) updated schedules, as applicable, of ACE Lo the Loans, the Personal Property, the Safe Deposit Box Business, and Brighton Park Maintenance Corp., effective the Deposit Liabilities as of the latest date preceding the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title Date for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)which such information is available. (b) At the Closing, AREH Buyer shall deliver to BuyerSeller: (i) a Certificate or Certificates signed by an appropriate officer of Buyer stating that (A) each of the certificatesrepresentations and warranties contained in ARTICLE 4 is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, if anyand (B) all of the conditions set forth in Section 7.01(b) and Section 7.01(d), representing the AREH Subs Equity Interestsinsofar as Section 7.01(d) pertains to approvals required to be obtained by Buyer, either duly endorsed for transfer to Buyer have been satisfied or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerwaived as provided therein; (ii) the resignations a certified copy of the persons named on Schedule III(b) as directors, officers and managers, as applicable, resolutions of the Companies effective as Board of Directors of Buyer authorizing the execution of this Agreement and the consummation of the Closing Date, together with any required amendments to the organizational documents of the Companies purchase and filings with Governmental Entitiesassumption transaction contemplated hereby; (iii) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the certificates required by Section 10.2(a) and Section 10.2(b) hereofform set forth in Exhibit 1 hereto; (iv) affidavits an executed by AREH Assignment and any Assumption of its required Affiliates that satisfy Contracts Agreement in substantially the requirements form set forth in Exhibit 2 hereto; (v) an executed Xxxx of Section 1445 of Sale in substantially the Codeform set forth in Exhibit 3 hereto; and (vvi) owner’s affidavits an executed Assignment, Transfer and indemnities Appointment of Successor Trustee for XXX Accounts in substantially the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties form set forth on in Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)5 hereto. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties unless waived by Buyer, Sellers and Owner, as applicable, shall deliver to Buyer: (i) a xxxx of sale, assignment and assumption with respect to the certificatesPurchased Assets substantially in the form attached hereto as Exhibit B, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orby Sellers and Owner, if the ACE Lo Equity Interests are not certificatedin favor of certain direct or indirect, one or more instruments wholly-owned subsidiaries of assignment in a form approved Buyer, as designated by Buyer conveying such ACE Lo Equity Interests to BuyerSeller prior to the Closing Date; (ii) an employment agreement, substantially in the resignations or evidence of their removal from office of form attached hereto as Exhibit C (the persons named on Schedule III(a) as directors“Physician Employment & Medical Director Agreement”), officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesexecuted by Owner; (iii) Certificates of Account Status with respect to each Seller, issued by the certificates required by Section 10.2(aTexas Comptroller within five (5) and Section 10.2(b) hereofbusiness days prior to the Closing Date; (iv) affidavits a closing certificate, substantially in the form attached hereto as Exhibit E-1, executed by ACE Hi each Seller, and a certificate, substantially in the form attached hereto as Exhibit E-2, executed by Owner; (v) any approvals or consents required by Section 4.4; (vi) any evidence of payoff of debt required by Section 4.12 (excluding Equipment Indebtedness) of each Seller or Owner or release of liens encumbering any of its required Affiliates that satisfy the requirements Purchased Assets requested by Buyer; (vii) all books and records of Section 1445 Sellers or Owner related to the Purchased Assets; (viii) the Transition Services Agreement, upon terms mutually agreeable to Buyer, Sellers and Owner, executed by Sellers; (ix) assignment and assumption agreements for each of the CodeClinic Leases, executed by Sellers and Owner; and (vx) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)such other documents as Buyer may reasonably request. (b) At the Closing, AREH unless waived by Sellers, Buyer shall deliver to BuyerSellers: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerClosing Cash via wire transfer; (ii) the resignations of the persons named on Schedule III(b) as directorsNote, officers upon terms mutually agreeable to Buyer and managersSeller, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entitiesexecuted by Buyer; (iii) the certificates any approvals or consents of any rulemaking authority, person or entity applicable to Buyer required by Section 10.2(a) and Section 10.2(b) hereof4.4; (iv) affidavits the Physician Employment & Medical Director Agreement, executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andBuyer; (v) owner’s affidavits the Transition Services Agreement, upon terms mutually agreeable to Buyer, Sellers and indemnities Owner, executed by Buyer; (vi) a closing certificate, substantially in the forms form attached to the preliminary certifications hereto as Exhibit F, executed by Buyer; (vii) assignment and reports on title assumption agreements for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” andClinic Leases, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”).executed by Buyer; (cviii) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing Certificates of Account Status with respect to Buyer at least two and NHC (2or equivalent documentation applicable to each entity’s jurisdiction of formation), issued by the applicable jurisdiction of formation within five (5) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iiiix) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofsuch other documents as Sellers may reasonably request.

Closing Deliveries. (a) At the Closing, Pubco and the ACE Selling Parties Representative Stockholder shall deliver have delivered or caused to Buyerbe delivered to BBC and the BBC Shareholders the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Pubco and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerRepresentative Stockholder; (ii) the letters of resignation from Pubco’s sole officer and director, with such resignations or evidence of their removal from office as to all of the persons named offices he currently holds with Pubco to be effective on Schedule III(athe Closing Date, and confirming that such officer or director has no claim against Pubco in respect of any outstanding remuneration or fees of whatever nature as of the Closing; (iii) as directors, officers and managersresolutions duly adopted by the Board of Directors of Pubco approving the following events or actions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Acquisition and Brighton Park Maintenance Corp.the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at a minimum of one director and a maximum of five directors; e. the appointment of Xxxxxxx Xxxxxxxxx as Chairman of the Board of Directors, and the appointment of additional directors as may be appointed by the Board of Directors from time to time at its sole discretion following the Closing; and f. the appointment of the following persons as officers of Pubco, effective on the Closing Date, with the titles set forth opposite his or her name (the “BBC Officers”): Xxxxxxx Xxxxxxxxx Chief Executive Officer, President, Secretary, Chairman of the Board and Interim Chief Financial Officer (iv) certified articles of incorporation and a certificate of good standing for Pubco from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (v) an instruction letter signed by the President of Pubco addressed to Pubco’s transfer agent of record, in a form reasonably acceptable to BBC and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing the Pubco Shares to be delivered pursuant to this Agreement registered in the names of the BBC Shareholders as set forth in Annex I and to cancel the shares held by the Representative Stockholder as set forth in Annex II; (vi) the Separation Agreement duly executed by Pubco and the Representative Stockholder, and all exhibits thereto, evidencing the Representative Stockholder’s resignation from all officer and director positions with Pubco and the cancellation of an aggregate of 100,000,000 shares of Pubco Common Stock owned by him in consideration for $175,000; (vii) A certificate of Standard Registrar and Transfer Co., Inc., Pubco’s transfer agent and registrar, certifying as of the business day prior to the Acquisition and before taking into consideration the cancellation of Pubco Common Stock as indicated in Section 7.l(a)(vii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Pubco Common Stock, together with the number of shares of Pubco Common Stock held by each record owner; (viii) a certificate of the Secretary of Pubco, dated as of the Closing Date, together with any required amendments certifying as to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificatesincumbency of officers of Pubco executing this Agreement and all exhibits and schedules hereto and all other documents, if anyinstruments and writings required pursuant to this Agreement (the “Transaction Documents”), representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations a copy of the persons named on Schedule III(b) as directors, officers Articles of Incorporation and managersBy-Laws of Pubco, as applicable, of the Companies effective in effect on and as of the Closing Date, together with any required amendments to the organizational documents and (iii) a copy of the Companies resolutions of the Board of Directors of Pubco authorizing and filings approving Pubco’s execution, delivery and performance of the Transaction Documents, all matters in connection with Governmental Entitiesthe Transaction Documents, and the transactions contemplated thereby; (iiiix) a duly executed share cancellation agreement, and all exhibits thereto, by and between Pubco and Xxxx Stockport together with the stock certificates required by Section 10.2(a) evidencing his shares, a notarized stock power and Section 10.2(b) hereofan instruction letter authorizing the cancellation of his shares addressed to Pubco’s transfer agent of record; (ivx) affidavits executed by AREH all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeother information or documents reasonably requested by BBC’s representatives with respect to Pubco; and (vxi) owner’s affidavits and indemnities such other documents as BBC and/or the BBC Shareholders may reasonably request in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) 6.2.1 At the Closing, Transferor shall deliver, or cause to be delivered, to Acquiror: (a) A fully executed Xxxx of Sale and Assignment and Assumption in the ACE Selling Parties shall deliver form of Exhibit C to Buyer:this Agreement (the "Xxxx of Sale") --------- ------------ conveying to Acquiror all personal property to be acquired by Acquiror pursuant to this Agreement and providing for (i) the assignment to Acquiror of the contract rights, and all other intangible personal property included in the Purchased Assets and (ii) Acquiror's assumption of the Assumed Liabilities; (b) A duly authorized and executed Escrow Agreement required by Section 3.4; (c) A Certificate of an officer of Transferor certifying to the attached resolutions of the board of directors and shareholders, if the board of directors deems it necessary, of Transferor authorizing this transaction; (d) A Certificate of an authorized officer of the Transferor certifying as to the accuracy of the Transferor's representations and warranties under Section 7.1; (e) All Consents necessary to permit Transferor to transfer the Purchased Assets to Acquiror; (f) All necessary documents to transfer and assign any Intellectual Property which is being transferred pursuant to this Agreement; (g) A true and complete listing of the Purchased Assets; and (h) A true and complete listing of the Assumed Liabilities. (i) A true and complete listing of all Consents required by Section 4.2.1. 6.2.2 At the certificatesClosing, if anyAcquiror shall deliver, representing or cause to be delivered, to Transferor: (a) A counterpart copy of the ACE Lo Equity InterestsXxxx of Sale, either duly endorsed for transfer to Buyer or accompanied executed by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerAcquiror; (iib) the resignations or evidence of their removal from office A counterpart copy of the persons named on Schedule III(a) as directorsEscrow Agreement, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesexecuted by Acquiror; (iiic) A Certificate of an authorized officer of Acquiror certifying attached resolutions of the certificates required by Section 10.2(a) boards of directors and Section 10.2(b) hereofshareholders of Acquiror authorizing this transaction; (ivd) affidavits executed by ACE Hi and any A Certificate of its required Affiliates that satisfy the requirements of Section 1445 an authorized officer of the CodeAcquiror certifying as to the accuracy of the Acquiror's representations and warranties under Section 7.2; (e) A Certificate of an authorized officer of the Acquiror certifying the number of shares that Transferor shall be entitled to in accordance with the terms and conditions of this Agreement; and (vf) owners’ affidavits A counterpart copy of necessary documents to transfer and indemnities in the forms attached assign any Intellectual Property which is being transferred pursuant to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)this Agreement. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. 8.1 At or prior to the Closing: 8.1.1 Seller shall execute, acknowledge and deliver to Purchaser in respect of the Property bargain and sale deeds without covenants against grantor’s acts, in the form attached hereto as Exhibit M and made a part hereof (the “Deeds”). 8.1.2 Seller shall execute, acknowledge and deliver to Purchaser an assignment of all of Seller’s right, title and interest as landlord or otherwise under each of the Space Leases in respect of the Property, and of any security deposits required thereunder to be held by Seller on the date of the Closing (unless Seller elects to credit any of such security deposits to the Purchase Price), in the form attached hereto as Exhibit N and made a part hereof (the “Assignment of Space Leases”), and shall deliver to Purchaser (a) At the Closingexecuted originals or copies (if Seller does not have originals in its possession), the ACE Selling Parties of each of such Space Leases. 8.1.3 Seller shall execute and deliver to Buyer:Purchaser notices to the Space Lessees under the Space Leases advising them of the sale of the Property in the form attached hereto as Exhibit O and made a part hereof. 8.1.4 Seller shall execute, acknowledge and deliver to Purchaser an omnibus assignment (i) the certificates“Omnibus Assignment”), in the form attached hereto as Exhibit P and made a part hereof conveying and transferring to Purchaser all right, title and interest of Seller, if any, representing in and to all Personal Property, Improvements, Permits, Warranties, Intangible Personal Property, Plans and Leasing Brokerage Agreements relating to the ACE Lo Equity InterestsProperty and Plans. 8.1.5 To the extent in Seller’s possession or control, either duly endorsed Seller shall deliver to Purchaser (a) all keys, access cards and security codes to all portions of the Property and the Building, (b) all presently effective warranties or guaranties from any contractors, subcontractors, suppliers, manufacturers, servicemen or materialmen in connection with any of the Personal Property or any construction, renovation, repairs or alterations of the Units, the Improvements or any tenant improvements (collectively, the “Warranties”), and (c) copies of all as-built plans and specifications for transfer the Units (the “Plans”). 8.1.6 Seller shall deliver to Buyer or accompanied by appropriate Purchaser a certificate, duly executed limited liability interest powers orand acknowledged by Seller, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together accordance with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and Code (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the a “ACE Real Property Preliminary Certifications and ReportsFIRPTA Certificate”). (b) At 8.1.7 Seller shall deliver to Purchaser limited liability company resolutions of Seller and consents of its members in customary form reasonably satisfactory to the Title Company, authorizing the transaction contemplated herein and the execution and delivery of the documents required to be executed and delivered hereunder. 8.1.8 Seller shall deliver to Purchaser a certificate of Seller, dated as of the Closing, AREH shall deliver certifying to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations fulfillment of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties conditions set forth on Exhibit H-2 attached hereto in Section 9.2.2 hereof (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and ReportsBring Down Certificate”). 8.1.9 (ca) At Seller shall after the date hereof request and use commercially reasonable efforts to obtain from each Space Lessee an estoppel (“Estoppel”) which shall be either (i) in the form attached hereto as Exhibit Q and made a part hereof or (ii) in the event any Space Lease provides for the form of Estoppel that the Space Lessee thereunder shall be required to deliver to the landlord under such Space Lease or set(s) forth the matters to be contained in such an Estoppel in connection with a sale and/or ground lease and/or mortgaging of all or any part of the Property, in such form or containing those matters required to be addressed by such Space Lessee. Seller shall deliver copies of each Estoppel to Purchaser for its review promptly following receipt thereof. Notwithstanding the foregoing, other than the Citibank Estoppel (as hereinafter defined), the obtaining and delivery of Estoppels shall not be a condition to Purchaser’s obligation to close hereunder. On or before the second (2nd) Business Day prior to the Closing, Buyer as a condition to Purchaser’s obligation to close, Purchaser shall deliver:have received an Estoppel from Citigroup, Inc. (“Citibank”) in the form attached to the Space Lease between Unit A Seller and Citibank (the “Citibank Estoppel”). 8.1.10 Seller shall execute, acknowledge and deliver a Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate, Form TP-584 in respect of the Property (ithe “State Transfer Tax Return”). 8.1.11 Seller shall execute, acknowledge and deliver a New York City Department of Finance Real Property Transfer Tax Return in respect of the Property (the “City Transfer Tax Return”). 8.1.12 Seller shall request to be delivered to Purchaser, an estoppel certificate (a “Board Estoppel”) for the benefit of and upon which Purchaser is entitled to ACE Hirely, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing the form attached hereto as Exhibit Y and made a part hereof, which the Condominium is obligated to Buyer at least two deliver pursuant to Section 31 of the Declaration (2) business days the “Required Form”). 8.1.13 Seller shall execute, acknowledge and deliver to Purchaser a counterpart of a Management Letter Agreement in the form attached hereto as Exhibit X (the “Management Letter”). 8.1.14 Seller shall deliver to Purchaser a fully-executed letter from Citibank in the form attached hereto as Exhibit Z, which fully executed letter Purchaser acknowledges has been delivered prior to the Closing Date) in an amount equal date hereof. 8.1.15 Seller shall execute, acknowledge and deliver to the ACE Title Company a title affidavit in the form attached hereto as Exhibit R and made a part hereof. 8.1.16 Seller shall cause to be delivered on the day immediately preceding the Closing Payment;Date a letter in the form of Exhibit U from Seller addressed to the Seller Designees and to the Secretary of the Board of Managers removing the Seller Designees from the Board of Managers and as officers of the Condominium and designating the persons selected by Purchaser to fill the vacancies resulting from the resignations of Seller’s Designees (the “Seller’s Designation Letter”). (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days 8.2 At or prior to the Closing Date) Closing: 8.2.1 Purchaser shall pay to Seller the Purchase Price or the balance of the Purchase Price as required pursuant to Section 3.2 hereof. 8.2.2 Purchaser shall deliver to Seller copies of Purchaser’s resolutions authorizing the transaction contemplated by this Agreement. 8.2.3 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the Assignment of Space Leases. 8.2.4 Intentionally Omitted. 8.2.5 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the State Transfer Tax Return. 8.2.6 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the City Transfer Tax Return. 8.2.7 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the Omnibus Assignment and Assumption. 8.2.8 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the Management Letter. 8.2.9 Prior to Closing, Purchaser shall deliver to Seller, to be held in an amount equal escrow by Seller, letters of resignation, in the form attached hereto as Exhibit V, executed by each of the persons identified in Seller’s Designation Letter, which letters of resignation Seller shall have the right to deliver to the AREH Board of Managers if the Closing Payment; anddoes not occur. (iii) 8.3 Seller and Purchaser, at the Closing, shall prepare, execute and deliver to each Sellerother, subject to all the terms and provisions of this Agreement a closing statement setting forth, inter alia, the certificates required by Section 10.3(a) closing adjustments and Section 10.3(b) hereofmaterial monetary terms of the transaction contemplated hereby.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Little Rock shall deliver to BuyerCamden: (i) a certified copy of the certificatesresolutions of Little Rock's Board of Directors, if any, representing as required for valid approval of the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if execution of this Agreement and the ACE Lo Equity Interests are not certificated, one or more instruments consummation of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerthe purchase and assumption transactions contemplated hereby; (ii) an Assignment and Assumption of Seller Liabilities Agreement in substantially the resignations or evidence form of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesExhibit 1 hereto; (iii) an Assignment and Assumption of Contracts Agreement in substantially the certificates required by Section 10.2(a) and Section 10.2(b) hereofform of Exhibit 2 hereto; (iv) affidavits executed by ACE Hi and any a Xxxx of its required Affiliates that satisfy Sale in substantially the requirements form of Section 1445 of the Code; andExhibit 3 hereto; (v) owners’ affidavits and indemnities a quit claim deed conveying all of Little Rock's real property to the Camden, other than that certain real property included in the forms attached to the preliminary certification and report on title for each parcel Retained Assets as described in Section 1(c)(i) of the ACE Real Properties set forth on Exhibit H-1 attached hereto Stock Purchase Agreement (the “ACE "Real Property Preliminary Certifications and Reports”Property"). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (iivi) an Assignment and Successor Trustee Agreement with respect to the resignations transfer of the persons named on Schedule III(bXXX Accounts in substantially the form set forth in Exhibit 4; (vii) as directors, officers and managers, as applicable, listings of the Companies effective Deposit Liabilities as of the start of business on the Closing DateDate (the "Deposit Listings") on magnetic tape or utilizing such other method of information transfer as the parties may mutually agree, together with any required amendments to the organizational documents of the Companies which Deposit Listings shall include account number, outstanding principal balance, and filings with Governmental Entitiesaccrued interest; (iiiviii) Little Rock's files and records related to all loans (the certificates required "Loans") comprising the Seller Assets as of the start of business on the Effective Date, including, without limitation, all deposit related overdrafts and/or overdrafts pursuant to an overdraft protection plan which are associated with Deposit Liabilities, the notes or other instruments evidencing such Loans which shall be duly endorsed on their face or by Section 10.2(a) and Section 10.2(b) hereofseparate assignment by Little Rock to the Camden without recourse; (ivix) affidavits executed by AREH teller working cash, xxxxx cash and any of its required Affiliates that satisfy vault cash at the requirements of Section 1445 Monticello Branch as of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports start of business on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (iix) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior such records and files specifically relating to the Closing DateSeller Assets and Seller Liabilities, excluding, without limitation, those matters specified in Section 2(e) in an amount equal to of the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.Stock Purchase Agreement;

Closing Deliveries. (a) At On or prior to the Closing, Amyris shall deliver, or cause to be delivered, to Nikko a certificate of Amyris’ Secretary or other duly authorized officer, in a form reasonably acceptable to Nikko, certifying that (A) attached are true and correct copies of the ACE Selling Parties resolutions of Amyris authorizing the execution, delivery and performance of this Agreement and the other documents to which it is a party contemplated hereby and thereby and the consummation of the transactions contemplated by this Agreement, (B) all such resolutions are in full force and effect and have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, on or prior to the Closing, Amyris shall deliver to Buyer: provide (i) written consents to consummate the certificatestransaction contemplated hereby, if anywhich are issued by all of the financial institution(s) and other Persons lending money to or providing guarantees for Xxxxxx (and whose consent is required for such consummation), representing (ii) written consent from Akzo Nobel SPG LLC confirming that the ACE Lo Equity InterestsCompany is entitled to exercise any and all rights under the Akzo Nobel Agreements or other documentation relating to the Akzo Nobel Agreements reasonably satisfactory to Nikko, either duly endorsed for transfer (iii) a statement pursuant to Buyer or accompanied by appropriate duly executed limited liability interest powers orTreasury Regulation Section 1.1445-2(b), if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests reasonably satisfactory to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directorsNikko, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates providing that satisfy the requirements Xxxxxx is not a “foreign person” for purposes of Section 1445 of the Code, (iv) a list of Amyris’ debt-holders; and (v) owners’ affidavits and indemnities in warranty deed conveying the forms attached Real Property to the preliminary certification Company together with any necessary sewer, utility and report on title for each parcel access easements; (vi) a bill of sale and assignment from Amyris conveying to the Company the Assets; (vii) a statement of termination of the ACE Real Properties set forth on Exhibit H-1 attached hereto UCC financing statement filed for the First Western Bank & Trust (DBA All Lines Leasing); and (viii) financial statements of Glycotech/Salisbury. In relation to Section 3.2.(a)(i), Xxxxxx xxxxxx confirms that it will deliver a letter of waiver and release issued by Stegodon Corporation concerning the “ACE Real Property Preliminary Certifications transactions contemplated by this Agreement and Reports”)that no other consent is required to consummate such transactions in accordance with the terms of this Agreement. (b) At On or prior to the Closing, AREH each of Nikko Chemicals and Nissa shall deliver deliver, or cause to Buyer: (i) the certificatesbe delivered, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer Amyris a certificate of Nikko Chemicals’ or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managersXxxxx’s Secretary, as applicable, or other duly authorized officer, in a form reasonably acceptable to Xxxxxx, certifying that (A) attached are true and correct copies of the Companies effective resolutions of Nikko Chemicals or Nissa, as applicable, authorizing the execution, delivery and performance of this Agreement, the other documents and the other documents to which it is a party contemplated hereby and thereby and the consummation of the Closing Datetransactions contemplated by this Agreement, together (B) all such resolutions are in full force and effect and have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with any required amendments to the organizational documents of the Companies transactions contemplated by this Agreement and filings with Governmental Entities; (iiiD) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any all of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits representations and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties warranties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications herein are true and Reports” andcorrect. Further, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At at the Closing, Buyer Nikko shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated remit the Initial Purchase Price in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by accordance with Section 10.3(a) and Section 10.3(b) hereof2.2.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties shall Sellers will deliver or cause to Buyerbe delivered to the Purchaser: (i) the certificates, if any, certificates representing the ACE Lo Equity InterestsShares, either duly endorsed in blank in form reasonably satisfactory to the Purchaser for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers ortransfer, if including the ACE Lo Equity Interests are not certificated, one or more instruments original of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerthe resolution of the board issuing the respective certificates; (ii) the resignations or evidence of their removal from office duly signed share ledger of the persons named on Schedule III(aCompany showing the registration of Purchaser as sole shareholder of the Company and a resolution of the board of directors of the Company approving the transfer of all of the Shares to Purchaser; (iii) as directorsa certificate, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments to executed by each Seller confirming the organizational documents satisfaction of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereofconditions specified in Sections 6.1; (iv) affidavits executive agreements in the form of Exhibit 2.6(a)(iv) executed by ACE Hi each Executive (collectively, the “Executive Agreements”) and a waiver duly signed by each Executive waiving any and all claims they may have against the Acquired Companies, including all severance and other payments and benefits related to the termination of its required Affiliates that satisfy the requirements of Section 1445 their services under existing contracts or under any applicable law; (v) resignations effective as of the CodeClosing Date of each director and officer of each Acquired Company (solely with respect to their officer and director designations but, unless otherwise required by Purchaser, not from employment by the Acquired Companies) as the Purchaser may have requested in writing prior to the Closing Date; (vi) documentation, reasonably satisfactory to the Purchaser, evidencing that each Seller and each Executive, if not signing personally as an individual, were properly represented by a duly authorized Person when entering into and when consummating this Agreement, including, where required, resolutions of the appropriate body of an entity, certificates of officers or secretaries, copies of corporate documents, and excerpts from registers; (vii) documentation, reasonably satisfactory to the Purchaser, evidencing the full history of the Shares and the full unencumbered ownership of the Sellers in the Shares; (viii) two signed copies of each of the Escrow Agreements, including all documentation relating to the Sellers the Escrow Agent may require for the purpose of his duties under money laundering Laws; and (vix) owners’ affidavits and indemnities a receipt for the Closing Consideration in the forms attached form reasonably satisfactory to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Purchaser. (b) At the Closing, AREH shall the Purchaser will deliver or cause to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliverbe delivered: (i) to ACE Hi, the Sellers the Closing Consideration (deducting the amounts set out in Section 2.4) as set out in Exhibit 2.2 by wire transfer of immediately available funds to the accounts specified by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer the Sellers at least two (2) five business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREHthe Sellers a certificate, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to dated as of the Closing Date, executed by the Purchaser confirming the satisfaction of the conditions specified in Sections 6.2; (iii) in an amount equal documentation, reasonably satisfactory to the AREH Closing PaymentSellers, evidencing that Purchaser and the Parent were properly represented by a duly authorized Person when entering into and when consummating this Agreement, including, where required, resolutions of the appropriate body of an entity, certificates of officers or secretaries, copies of corporate documents, and excerpts from registers; (iv) two signed copies of each of the Escrow Agreements, including all documentation relating to the Purchaser the escrow agent may require for the purpose of his duties under money laundering Laws; and (iiiv) to each Seller, the certificates required escrow agent pursuant to the Escrow Agreements the amounts that are to be deposited in escrow accounts at Closing according to Section 2.4 by Section 10.3(awire transfer of immediately available funds; and (vi) and Section 10.3(b) hereofto the Sellers-IV the amounts that are to be deposited in the Sellers-IV Account by wire transfer of immediately available funds.

Closing Deliveries. (a) At the Closing, Odimo and/or the ACE Selling Parties Odimo Stockholders shall deliver have delivered or caused to Buyerbe delivered to SCSI and the SCSI Shareholder the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Odimo and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerOdimo Stockholders; (ii) letter of resignation from Odimo’s current sole officer, with her resignation as to all of the offices she currently holds with Odimo to be effective on the Closing Date, and confirming that she has no claim against Odimo in respect of any outstanding remuneration or fees of whatever nature as of the Closing; (iii) letters of resignation from all current members of Odimo’s Board of Directors, with the resignations or evidence of their removal from office such directors to take effect on the Closing Date immediately after the appointment of the persons named on Schedule III(aNew Directors (as defined below); (iv) as directors, officers and managersresolutions duly adopted by the Board of Directors of Odimo approving the following events or actions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Transaction Documents and Brighton Park Maintenance Corp.the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the Board of Directors at three (3); e. the appointment of Xxxxxxx Xxxx as Chairman of the Board of Directors and the appointment of Xxxxxx Xxxx and Xxxxxxx Xx as additional directors to serve on Odimo’s Board of Directors on the date the resignation of Odimo’s current directors becomes effective (collectively the “ New Directors”); f. the appointment of the following persons as officers of Odimo, effective on the Closing Date: Xxxxxxx Xxxx Chief Executive Officer and President Xxxxxx Xxxx Chief Financial Officer and Treasurer Xxxxxx Xxxx Secretary g. the change of the Odimo’s fiscal year end from December 31st to September 30th. (v) a certificate of good standing for Odimo from its jurisdiction of incorporation, dated not earlier than two (2) days prior to the Closing Date; (vi) the Lock-up Agreement in the form attached hereto as Exhibit A duly executed by the Odimo Stockholder; (vii) an irrevocable instruction letter signed by the President of Odimo addressed to Odimo’s transfer agent of record, in a form reasonably acceptable to SCSI and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing the Odimo Shares to be delivered pursuant to this Agreement registered in the names of the SCSI Shareholder as set forth in Annex I; (viii) a shareholder list of Odimo as certified by the Odimo’s Secretary or transfer agent, dated within two (2) days of the Closing Date; (ix) a certificate of the Secretary of the Odimo, dated as of the Closing Date, together with any required amendments certifying as to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificatesincumbency of officers of the Odimo executing this Agreement and all exhibits and schedules hereto and all other Transaction Documents, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations a copy of the persons named on Schedule III(b) as directors, officers Certificate of Incorporation and managersBy-Laws of the Odimo, as applicable, of the Companies effective in effect on and as of the Closing Date, together with any required amendments to the organizational documents and (iii) a copy of the Companies resolutions of the Board of Directors of the Odimo authorizing and filings approving the Odimo’s execution, delivery and performance of the Transaction Documents, all matters in connection with Governmental Entitiesthe Transaction Documents, and the Transactions contemplated thereby; (iiix) the certificates required all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Section 10.2(a) and Section 10.2(b) hereofSCSI’s representatives with respect to Odimo; (ivxi) affidavits executed by AREH a statement from the Odimo’s transfer agent regarding the number of issued and any outstanding shares of its required Affiliates that satisfy common stock immediately before the requirements of Section 1445 of the CodeClosing; and (vxii) owner’s affidavits and indemnities such other documents as SCSI and/or the SCSI Shareholder may reasonably request in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties shall Sellers will deliver to BuyerBuyers: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied WAP Agreement executed by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBally; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesGaming Agreement executed by Bally; (iii) the certificates required Trademark Assignment Agreement executed by Section 10.2(a) Bally and Section 10.2(b) hereofthe Partnership; (iv) affidavits any consents required pursuant to Section 7.1(f); (v) a certificate substantially in the form attached as Exhibit D to this Agreement, executed by ACE Hi United Gaming and Bally; (vi) a release of claims against the Partnership, in the form attached as Exhibit E, executed by United Gaming and Bally; (vii) copies of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Buyers, that are necessary to evidence the full and complete termination of all agreements and transactions (including intercompany payables and receivables) between the Partnership, on the one hand, and United Gaming, Bally, or any of its required Affiliates their respective Affiliates, on the other hand, other than the Ancillary Agreements; (viii) copies of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Buyers, that satisfy are necessary to evidence the requirements of Section 1445 full and complete termination of the CodeCasino Management Agreement and transactions contemplated thereby (including resignations of those appointed thereunder, if any); (ix) duly and validly executed copies of all agreements, pay-off letters, instruments, certificates and other documents, in form and substance reasonably satisfactory to Buyers, that are necessary to evidence the full and complete release or termination of all Liens on the Partnership Interests and all Liens (other than Permitted Liens) on the assets and properties of the Partnership and the payment of all outstanding Indebtedness of the Partnership on or prior to the Closing; (x) a certificate from United Gaming, in the form provided in Treasury Regulation section 1.1445-2(b)(2)(iv), issued pursuant to and in compliance with Treasury Regulation section 1.1445-2(b)(2), certifying that United Gaming is not a foreign person within the meaning of Treasury Regulation section 1.1445-2(b)(2); (xi) the Title Affidavit; (xii) an assignment of United Gaming’s Partnership Interests, in substantially the form attached as Exhibit F, duly and validly executed by United Gaming; (xiii) either (A) an assignment of RCC’s Partnership Interests, in substantially the form attached as Exhibit G and a termination and release of claims against the Partnership, in substantially the form attached as Exhibit H, each duly and validly executed by RCC, or (B) the Requisite Court Order and Related Documents. (xiv) an amendment to the Partnership Agreement, in form and substance reasonably satisfactory to Buyers regarding the withdrawal of United Gaming and RCC as partners and the admission of Buyers as the sole partners, executed by United Gaming; (xv) a certificate of change in general partner to be filed with the Office of the Secretary of State of the State of Mississippi, in form and substance reasonably satisfactory to Buyers; (xvi) a certificate of United Gaming, in its capacity as general partner of the Partnership, in form and substance reasonably satisfactory to Buyers, certifying as of the Closing Date to (A) the certificate of limited partnership of the Partnership and (B) the Partnership Agreement; (xvii) a Certificate from the Office of the Secretary of State of the State of Mississippi certifying the good standing of the Partnership to do business in Mississippi dated within ten days prior to the Closing Date; (xviii) a CD-ROM containing electronic copies of all materials made available in the Data Site on or prior to the Closing Date; and (vxix) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)final Survey. (b) At the Closing, AREH shall deliver Buyers will deliver, or will cause to Buyerbe delivered, to United Gaming: (i) the certificatesClosing Payment, if any, representing by wire transfers of immediately available funds to the AREH Subs Equity Interests, either duly endorsed for transfer accounts identified in writing provided by United Gaming to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if Buyers at least two Business Days prior to the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerClosing Date; (ii) the resignations of WAP Agreement executed by the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesPartnership; (iii) the certificates required Gaming Agreement executed by Section 10.2(a) and Section 10.2(b) hereofthe Partnership; (iv) affidavits an amendment to the Partnership Agreement, in form and substance reasonably satisfactory to Sellers, executed by AREH and Isle, UG Buyer and/or RCC Buyer, as applicable; (v) any of its consents required Affiliates that satisfy the requirements of pursuant to Section 1445 of the Code7.2(f); and (vvi) owner’s affidavits and indemnities a certificate substantially in the forms form attached as Exhibit I to the preliminary certifications and reports on title for this Agreement, executed by each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Buyer. (c) At On or prior to the Closingdate hereof, Buyer shall deliver: (i) United Gaming will deliver to ACE HiBuyers an estoppel certificate, immediately available funds by wire transfer in form and substance reasonably satisfactory to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business Buyers, and dated within ten days prior to the Closing Date) in an amount equal to date hereof, duly and validly executed by the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to tenant under the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofHotel Lease.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Chaparral shall deliver to BuyerBOKF and BOKSub: (i) a certified copy of the certificatesArticles of Incorporation or Association of Chaparral, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerDelaware and CCNB; (ii) the resignations or evidence a certificate, signed by an appropriate officer of their removal from office Chaparral, acting solely in his capacity as an officer of Chaparral, stating that (A) each of the persons named on Schedule III(a) as directors, officers representations and managers, as applicable, of ACE Lo warranties contained in Article II is true and Brighton Park Maintenance Corp., effective as correct in all material respects at the time of the Closing Datewith the same force and effect as if such representations and warranties had been made at Closing, together with any required amendments to and (B) all of the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesconditions set forth in Article VII have been satisfied or waived as provided therein; (iii) a certified copy of the certificates resolutions of Chaparral's Board of Directors and shareholders, as required by Section 10.2(a) for valid approval of the execution of this Agreement and Section 10.2(b) hereofthe consummation of the Merger and the other transactions contemplated hereby; (iv) affidavits good standing and existence certificates, dated a recent date, duly certifying the existence and good standing of Chaparral in Texas; (v) executed by ACE Hi employment agreements for Xxxxxxx X. Xxxxx, Xx., and any of its required Affiliates that satisfy Xxxx X. Xxxxxxxxx, in substantially the requirements of Section 1445 of form as attached hereto as Exhibit "C" and Exhibit "D", respectively; (vi) an executed noncompetition agreement for Xxxxxxx X. Xxxxxxxx in substantially the Codeform as attached hereto as Exhibit "E"; and (vvii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel an opinion of the ACE Real Properties set forth on Exhibit H-1 attached hereto (accounting firm of Payne, Faulkner, Xxxxx & Xxxxx, P.C., or another accounting firm mutually agreed to by Chaparral and BOKF, in a form reasonably acceptable to BOKF, opining that no payment, of which such accounting firm has knowledge, to any employee of Chaparral, Delaware or CCNB is an excess parachute payment within the “ACE Real Property Preliminary Certifications and Reports”)meaning of Section 280G of the Code. (b) At the Closing, AREH BOKF shall deliver to BuyerChaparral: (i) certified copies of the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments Articles of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerIncorporation of BOKF and BOKSub; (ii) the resignations a certificate signed by an appropriate officer of BOKF and BOKSub stating that (A) each of the persons named on Schedule III(b) as directors, officers representations and managers, as applicable, of warranties contained in Article III and IV is true and correct in all material respects at the Companies effective as time of the Closing Date, together with any required amendments to the organizational documents same force and effect as if such representations and warranties have been made at Closing and (B) all of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties conditions set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing PaymentArticle VI have been satisfied; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. At the Closing the following shall occur: (a) At The Saracen Members, Whitehall and WCPT shall each execute and deliver the ClosingOperating Agreement, as amended by the ACE Selling Parties Operating Agreement Amendment in the form annexed hereto as Exhibit AD, and Contributee shall deliver issue to Buyer: the Saracen Members the requisite Membership Units and the Series A Preferred Membership Units described in Section 3 above (iit being acknowledged that such issuance shall be evidenced by Schedule 5.1(h) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directorsOperating Agreement Amendment, officers and managers, as applicable, Contributee will not be delivering separate certificates in respect of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiessuch Membership Units or such Series A Preferred Membership Units); (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At Contributee shall pay the Closing, AREH Cash Balance to such Persons as Contributor shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment direct in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerwriting; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At Each of the ClosingNon-Nomura Property Owners (other than Seventy Xxxxx Avenue LLC with respect to 70 Xxxxx) shall execute, Buyer acknowledge and deliver to Contributee a Massachusetts quitclaim deed for its Non-Nomura Property, substantially in the form of Exhibit O-1 annexed hereto and in proper form for recording (except that the deed for 2331 Congress shall deliver:be a Maine quitclaim deed with covenants, substantially in the form of Exhibit O- 2 annexed hereto), together with such signed transfer tax returns and/or transfer tax affidavits as are required by applicable law in connection with the conveyance of the Non-Nomura Properties (other than 70 Xxxxx), including, without limitation, the required Real Estate Transfer Tax form required to be filed with the applicable County Registry of Deeds in Maine in connection with the transfer of 2331 Congress; (d) Contributor and Contributee shall each execute, acknowledge and deliver to the other an instrument of assignment and assumption, in the form of Exhibit P annexed hereto, duly executed, acknowledged and delivered by Xxxxxxxx Holding Trust General Partnership and Contributee, sufficient to (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi Contributee all of the Contributed LLC Interests, free and clear of all liens and encumbrances affecting such member interests (which account other than any liens securing the Lazard Mezzanine Loan) and (ii) provide that Contributee shall be designated in writing to Buyer at least two (2) business days prior to assume all of the obligations of Xxxxxxxx Holding Trust General Partnership under the operating agreement of Xxxxx Avenue Holdings LLC arising from and after the Closing Date) in an amount equal to the ACE Closing Payment;. (iie) Contributor shall cause each of the Saracen Members to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to execute and deliver the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.4.2(j)

Closing Deliveries. (a) At Administrative Agent received each of the Closingfollowing documents, instruments and agreements, in such counterparts as are acceptable to Administrative Agent and each Bank and each of which is, unless otherwise indicated, dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank, if anyeach in the amount of such Bank's Commitment, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence Amended and Restated Pledge Agreement duly executed and delivered by Borrower together with (A) certificates of their removal from office interests evidencing all of the persons named on Schedule III(aoutstanding membership interests of Spanish Peaks owned by Borrower, duly endorsed for transfer to Administrative Agent, or such other duly executed assignments of such membership interests as are acceptable to Administrative Agent, Banks or their counsel, and (B) as directors, officers such UCC-1 financing statements and managersUCC-3 amendments and assignments executed by Borrower and Existing Bank, as applicableAdministrative Agent shall request to confirm, of ACE Lo evidence and Brighton Park Maintenance Corp., effective as of perfect the Closing Date, together with any required amendments Liens granted pursuant to the organizational documents of ACE Lo such Amended and Brighton Park Maintenance Corp. and filings with Governmental EntitiesRestated Pledge Agreement; (iii) the certificates required Assignments and Amendments to Mortgages duly executed and delivered by Section 10.2(a) Borrower and Section 10.2(b) hereofExisting Bank together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-3 amendments and assignments, in form and substance satisfactory to Administrative Agent, to properly assign and convey to Administrative Agent the Existing Mortgages; (iv) affidavits the Mortgages to be executed on the Closing Date pursuant to Section 6.1, duly executed and delivered by ACE Hi Borrower, together with such other assignments, conveyances, amendments, agreements and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andother writings, including, without limitation, UCC-1 financing statements in form and substance satisfactory to Administrative Agent; (v) owners’ affidavits and indemnities a Certificate of Ownership Interests substantially in the forms attached form of Exhibit I, duly executed and delivered by an Authorized Officer of Borrower; (vi) an opinion of Morris, Laing, Evanx, Xxxxx & Xennxxx, counsel for Borrower, in form and substance satisfactory to Administrative Agent; (vii) an opinion of Thomxxxx & Xnight, P.C., special Delaware corporate counsel for Borrower, in form and substance satisfactory to Administrative Agent; (viii) an opinion of Pruixx, Xxshxx & Xachxxxx, xxecial Utah counsel for Borrower, favorably opining as to the preliminary certification and report on title for each parcel enforceability of the ACE Real Properties set forth on Exhibit H-1 attached hereto Mortgages in Utah and otherwise in form and substance satisfactory to Administrative Agent; (ix) an opinion of Bjorx, Xxxxxxx & Xanixxxxx, X.C., special Colorado counsel for Borrower, favorably opining as to the “ACE Real Property Preliminary Certifications enforceability of the Mortgages in Colorado and Reports”).otherwise in form and substance satisfactory to Administrative Agent; (x) a certificate signed by an Authorized Officer of Borrower stating that (a) the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all respects, and (b) At the Closingno Default or Event of Default has occurred and is continuing, AREH shall deliver to Buyer: and (ic) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment all conditions set forth in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerthis Section 7.1 and Section 7.2 have been satisfied; (iixi) the resignations a copy of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Dateeach Merger Document, together with any required amendments a certificate executed by an Authorized Officer of Borrower certifying that such copies are accurate and complete and represent the complete understanding and agreement of the parties with respect to the organizational documents of the Companies and filings with Governmental Entitiessubject matter thereof; (iiixii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 copies of the Code; and Merger Certificate filed with the Kansas and Delaware Secretaries of State (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” andas applicable), together with such certificates, affidavits or other instruments suitable for recording same in the ACE Real Property Preliminary Certifications applicable counties and Reportsoffices in Colorado, Kansas, Texas and Utah, certifying or otherwise evidencing that such copies are accurate and complete copies of the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing PaymentMerger Certificate as so filed; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Closing Seller shall deliver to BuyerPurchaser or Escrowee: (i) the certificates, if any, representing Deed executed by Seller and acknowledged in the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerannexed hereto as Exhibit 1; (ii) the resignations or evidence of their removal from office Assignment of the persons named on Schedule III(a) Space Leases executed by Seller in the form annexed hereto as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesExhibit 2; (iii) the certificates required Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Section 10.2(a) and Section 10.2(b) hereofSeller in the form annexed hereto as Exhibit 3; (iv) affidavits the Assignment of Licenses, Permits, Guarantees and Warranties executed by ACE Hi Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and any of its required Affiliates that satisfy the requirements of Section 1445 Purchaser); (vi) originals, or if originals are not available, copies of the CodeSpace Leases; (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6; (viii) originals, or if originals are not available, copies of the Service Contracts; (ix) to the extent in Seller's possession, the real estate tax bills for the Premises for the then current real estate tax year; (x) to the extent they are in Seller's possession (a) unless posted at the Property, all licenses and permits, authorizations and approvals pertaining to the Premises and (b) all guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Premises (Seller agrees to use commercially reasonable efforts to obtain an acknowledgment from the roof warranty material and/or service provider of the assignment of the roof warranty to Purchaser (at the sole cost and expense of Seller) but failure to obtain same shall not be a condition to Purchaser's obligation to complete Closing not give rise to any liability or obligation on the part of Seller to Purchaser or otherwise); (xi) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations Section 1.1445-2(b)(2); and (vxii) owners’ affidavits estoppel certificates (each an "ESTOPPEL CERTIFICATE" and indemnities collectively the "ESTOPPEL CERTIFICATES") from Space Tenants representing ninety-five (95%) percent of the leased area of the Premises, provided that Seller shall deliver estoppel certificates from one hundred (100%) percent of Space Tenants equal to or greater than 8,000 square feet occupying space at the Premises (collectively, "ESTOPPEL TENANTS"), in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser), provided, however, that any Space Tenant may delete or modify paragraphs m, n and o of the Estoppel Certificate, or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease. Seller will request, where appropriate, an estoppel certificate, in the forms attached form annexed hereto as EXHIBIT 13, from all guarantors ("GUARANTOR ESTOPPEL CERTIFICATE") of Space Leases at the Premises but failure to obtain an executed Guarantor Estoppel Certificate shall not be a condition to Purchaser's obligation to complete Closing nor give rise to any liability or obligation on the part of Seller to Purchaser or otherwise. Notwithstanding the foregoing to the preliminary certification and report on title contrary, if the Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for each parcel a period not to exceed thirty (30) days, to (i) obtain the Estoppel Certificates or (ii) for Space Tenants occupying less than 8,000 square feet at the Premises, elect to deliver Seller's Estoppels in lieu thereof if such estoppels are not delivered, or as a supplement thereto, if such estoppels do not cover all of the ACE Real Properties required matters as set forth on Exhibit H-1 EXHIBIT 7 or in the form provided for or allowed pursuant to such Space Tenant's Space Lease, as applicable, in the form attached hereto as EXHIBIT 11 (each a "SELLER'S ESTOPPEL" and collectively "SELLER'S ESTOPPELS") which Seller's Estoppels shall be deemed to comply with this Section 9.3(a)(xii) and shall satisfy Seller's obligation with respect to such Space Tenant. Seller shall be entirely released from liability under a Seller Estoppel upon delivery to Purchaser of an Estoppel Certificate from the “ACE Real Property Preliminary Certifications corresponding Space Tenant to the extent such replacement Estoppel Certificate is in a form and Reports”substance which complies with this Section 9.3(a)(xii). If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(xii), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. In the event any Estoppel Certificate shall claim a default or other failure of an obligation (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information disclosed to or known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default) by Seller under a Space Lease (such default or failure hereinafter being referred to as an "ESTOPPEL DEFAULT"), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence and if Purchaser fails to terminate this Contract as provided for above then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) three (3) Business Days following Purchaser's receipt of an executed Estoppel Certificate and (ii) one (1) Business Day prior to Closing, of Purchaser's permitted objections to any such Estoppel Certificate. Purchaser's failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificate. (xiii) the Xxxx of Sale, executed by Seller in the form of Exhibit 8 annexed hereto; (xiv) keys, combinations and codes to all locks and security devices to the Premises in Seller's possession; (xv) an update of Seller's representations executed by Seller in accordance with Section 6.3 above; (xvi) a Seller's non-resident withholding affidavit executed by Seller; (xvii) the Transfer Tax return(s) executed by Seller (if applicable); and (xviii) Seller shall request from BB Fonds International 1 USA, L.P., as a party to certain easement agreements on SCHEDULE B (items 10 (o) and (q)), an estoppel certificate in a form attached hereto as EXHIBIT 12 and promptly upon receipt agrees to deliver the same to Purchaser, but the failure to obtain an estoppel certificate from BB Fonds International 1 USA shall not be a condition to Purchaser's obligation to complete Closing nor give rise to any liability or obligation on the part of Seller to Purchaser or otherwise. (xix) a title certificate in form attached hereto as Exhibit 10; and (xx) evidence of Seller's organizational authority. (b) At the Closing, AREH Closing Purchaser shall deliver to BuyerSeller or Escrowee: (i) the certificates, if any, representing balance of the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment Purchase Price as provided in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSection 3 hereof; (ii) the resignations Assignment of the persons named on Schedule III(b) Space Lease executed by Purchaser in the form annexed hereto as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesExhibit 2; (iii) the certificates required Assignment of the Service Contracts (and any replacements or renewals thereof) executed by Section 10.2(a) and Section 10.2(b) hereofPurchaser in the form annexed hereto as Exhibit 3; (iv) affidavits notice to the Space Tenants executed by AREH and any of its required Affiliates that satisfy Purchaser in the requirements of Section 1445 of form annexed hereto as Exhibit 5; (v) Transfer Tax return(s) executed by Purchaser (if applicable); (vi) notice to the Codeservice contractors executed by Purchaser in the form annexed hereto as Exhibit 6; and (vvii) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel evidence of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Purchaser's organizational authority. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to Buyer:Acquirer the following (the "Seller Closing Deliveries"): (i) the certificates, if any, certificate(s) representing the ACE Lo Equity Membership Interests, either duly endorsed for transfer to Buyer in blank or accompanied by appropriate stock powers duly executed limited liability interest powers orin blank by the registered holder or holders thereof, if as of the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerClosing Date and bearing any required legend; (ii) copies of all documents evidencing the resignations or evidence of their removal from office ownership by Pacific LLC International SA de CV of the persons named on Schedule III(aProperty; (iii) the articles of incorporation of Pacific LLC, its shareholder register, and all minutes and resolutions of its board of directors; (iv) the Operating Agreement of Pacific LLC, certified by the Secretary of Pacific LLC as directorsof the Closing Date; (v) resolutions of the board of directors and unanimous consent of the members of Pacific LLC approving this Agreement and the transactions contemplated hereby, officers and managerscertified by the Secretary of Pacific LLC as of the Closing Date; (vi) an incumbency certificate, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments in form reasonably satisfactory to Acquirer, executed by the organizational documents Secretary of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesPacific LLC; (iiivii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any copies of its required Affiliates that satisfy the requirements of Section 1445 an appraisal report of the CodeProperty completed in April 2003 by the registered public officer in the State of Guerrero; and (viii) x xxxxl opinion from Baker and McKenzie in the form xxxxxhed hexxxx xx EXHIBIT 7 setting forth standard opinions for a transaction of this type including but not limited to: (i) marketable title to the Property, free and clear of any liens, restrictions or encumbrances of any kind, except Permitted Encumbrances; (ii) valid existence of Seller, Pacific LLC and Pacific S.A.; (iii) legal authority of Seller to enter into this Agreement, (iv) valid existence of the Lease, and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”).no pending or threatened litigation against Seller, Pacific LLC or Pacific S.A., and (b) At the Closing, AREH Acquirer shall deliver to Buyer:Seller the following (the "Acquirer Closing Deliveries"): (i) an Amended and Restated Advisory Agreement between Acquirer and Advisor acceptable to Seller, in its sole and absolute discretion, pursuant to which a non-affiliated designee of Seller shall either be appointed managing member of the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers Advisor or, if such appointment can not be made, Acquirer shall engage a replacement Advisor pursuant to a new Advisory Agreement acceptable to the AREH Subs Equity Interests are not certificatedSeller, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerit sole and absolute discretion; (ii) the resignations certificates(s) representing 65,000 shares of Series B Convertible Preferred Stock of the persons named on Schedule III(b) Acquirer, along with appropriate stock powers and documents required for transfer, duly executed by the President and Secretary of Acquirer as directors, officers and managers, as applicable, of the Companies effective Closing Date and bearing any required legend; (iii) resolutions of the board of directors of Acquirer approving this Agreement and the transactions contemplated hereby, certified by the Secretary of Acquirer as of the Closing Date; (iv) an incumbency certificate, dated as of the Closing Date, together with any required amendments in form reasonably satisfactory to Seller, executed by the organizational documents Secretary of the Companies and filings with Governmental EntitiesAcquirer; (iiiv) a fully executed Pledge Agreement, in the certificates required by Section 10.2(aform attached hereto as EXHIBIT 1 (vi) and Section 10.2(b) hereofa fully executed Registration Rights Agreement, in the form attached hereto as EXHIBIT 2; (ivvii) affidavits a fully executed by AREH and any Series B Preferred Stock Certificate of its required Affiliates Designations, in the form attached hereto as EXHIBIT 3, with evidence satisfactory to Seller that satisfy such Certificate of Designations has been filed with the requirements Secretary of Section 1445 State of the CodeState of Maryland; and (vviii) owner’s affidavits and indemnities a fully executed Consulting Agreement with Razor Capital Consultants as set forth in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 Consulting Agreement attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.Exhibit 5

Closing Deliveries. (a) At or prior to the Closing, and effective as of the ACE Selling Effective Time, the Parties shall will execute and deliver to Buyerone another each of the following documents and instruments to further evidence the transactions contemplated by this Agreement: (i) the certificatesa special warranty deed conveying each parcel of real property described in Section 1.1(a) from Enovation to Newco, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerEnovation; (ii) endorsed vehicle titles conveying the resignations or evidence of their removal Titled Vehicles described in Section 1.1(c) from office of the persons named on Schedule III(a) as directorsEnovation to Newco, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesduly executed by Enovation; (iii) an Assignment of Contracts assigning the certificates required Assigned Contracts from Enovation to Newco, duly executed by Section 10.2(a) and Section 10.2(b) hereofeach of the Parties; (iv) affidavits an Assignment of Patents and Patent Applications conveying the Patent Rights listed on Schedule 1.1(g) from Enovation to Newco, duly executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 each of the CodeParties; (v) an Assignment of Trademarks conveying the Trademark Rights listed on Schedule 1.1(h) from Enovation to Newco, duly executed by each of the Parties; (vi) with respect to any Assigned Securities that are certificated, the certificates representing such Assigned Securities duly endorsed in blank by Enovation or accompanied by stock or equity interest transfer powers duly executed in blank by Enovation; (vii) with respect to any Assigned Securities that are not certificated, an Assignment of Equity Interests conveying such Assigned Securities from Enovation to Newco, duly executed by Enovation; (viii) a Bxxx of Sale conveying the other Assets from Enovation to Newco, duly executed by Enovation; and (vix) owners’ affidavits and indemnities in an Assignment of Liabilities, assigning the forms attached Assumed Liabilities from Enovation to the preliminary certification and report on title for Newco, duly executed by each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Parties. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties MW shall deliver the following to BuyerNetwork-1: (i) A certificate from an authorized executive officer of MW certifying that (1) all representations and warranties set forth in Section 3 hereof are true and correct as of the certificatesClosing, if any(2) MW has performed and complied with all covenants, representing agreements and obligations contained in this Agreement that are required to be performed and complied with by it on or prior to the ACE Lo Equity Interests, either duly endorsed for transfer Closing and (3) all requisite approvals or waivers required to Buyer or accompanied be obtained by appropriate duly executed limited liability interest powers or, if MW in order to consummate the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyertransactions contemplated hereby have been obtained; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesa certificate representing Shares; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereofexecuted Conveyance Documents; (iv) affidavits such additional documents or certifications as reasonably requested by Network-1 in order to vest good and valid title in and to all MW’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than the Permitted Encumbrances (including, without limitation, any confirmation of prior assignments with respect to the Patents necessary to perfect title); (v) the executed by ACE Hi Escrow Agreement; (vi) the executed Registration Rights Agreement; (vii) An opinion of MW’s counsel in the form attached as Exhibit 7; (viii) a certificate of an authorized officer of MW, attaching and any certifying copies of its required Affiliates that satisfy the requirements certificate of Section 1445 formation, company agreement or other governing documents, as applicable, and of the Coderesolutions of its sole member, authorizing the execution, delivery and performance of this Agreement, the Conveyance Documents and each of the Other Transaction Documents to which it is a party and certifying the name, title and true signature of each officer of MW executing this Agreement, the Conveyance Documents and/or each of the Other Transaction Documents to which it is a party; (ix) terminations and/or satisfactions of engagement letters between MW and Bxxxx, Sxxxxxxx & Flexner LLP, Finnegan, Henderson, Fxxxxxx, Xxxxxx & Dunner, LLP, Axxxxx, Rxxxxxxxx & Exxxxxxxx, LLP and Cxxxxx & Dxxxxx LLP, in form satisfactory to Network-1; (x) acknowledgments from each of Stroock and ICK that in connection with the sale of Patents to Network-1 as provided herein there are no further obligations of MW to Stroock or ICK, respectively, with respect to the payment of legal fees and expenses except for the Permitted Law Firm Encumbrances of Stroock and ICK, in form satisfactory to Network-1; (xi) the Patent Documentation; and (vxii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel an assignment of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Lifestreams Patent License Agreement, in form satisfactory to Network-1. (b) At the Closing, AREH Network-1 shall deliver the following to BuyerMW: (i) the certificatesCash Purchase Price, if any, representing the AREH Subs Equity Interests, either duly endorsed for by wire transfer of immediately available funds to Buyer or accompanied an account specified by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerMW; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entitiesexecuted Warrants; (iii) a certificate from an authorized officer of Network-1 certifying that (1) all representations and warranties set forth in Section 4 hereof are true and correct as of the certificates Closing, (2) Network-1 has performed and complied with all covenants, agreements and obligations contained in this Agreement that are required to be performed and complied with by Section 10.2(ait on or prior to the Closing and (3) and Section 10.2(b) hereofall requisite approvals or waivers required to be obtained by Network-1 in order to consummate the transactions contemplated hereby have been obtained; (iv) affidavits the executed by AREH Escrow Agreement; (v) the executed Registration Rights Agreement; (vi) the executed Recognition Agreement; (vii) an opinion of Network-1’s counsel in the form attached hereto as Exhibit 8; (viii) the executed Conveyance Documents to which it is a party; (ix) a certificate of the Secretary or Assistant Secretary of Network-1, attaching and any certifying copies of its required Affiliates that satisfy the requirements Certificate of Section 1445 Incorporation and all amendments thereto, of its By-Laws and all amendments thereto, and of the Coderesolutions of its board of directors, authorizing the execution, delivery and performance of this Agreement, the Warrants, the Registration Rights Agreement and each of the Other Transaction Documents to which it is a party and certifying the name, title and true signature of each officer of Network-1 executing this Agreement, the Warrants, the Registration Rights Agreement and/or each of the Other Transaction Documents to which it is a party; and (vx) owner’s affidavits a letter agreement and indemnities in the forms attached a joinder to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Lifestreams Agreements duly executed by Network-1. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to BuyerPurchaser or Escrowee: (i) an Assignment of Limited Partnership Interest (respecting PREIT’s limited partnership interest in PRDB) executed by PREIT in the form attached as Exhibit C); (ii) an Assignment of Membership Interest (respecting PREIT’s membership interest in PRDB General Partner executed by PREIT in the form annexed hereto as Exhibit D); (iii) a special warranty deed to the PR Springfield East Interest duly executed by PR Springfield in the form attached hereto as Exhibit D; (iv) originals, or if originals are not available, copies of the Space Leases; (v) a duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (vi) realty transfer tax return(s) executed by Seller; (vii) estoppel certificates (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from: (A) Target (as to the REA) in form and substance which do not vary materially from the form attached hereto as Exhibit H, (B) from the Major Tenants and three (3) of the remaining five (5) other Space Tenants of the Property (unless the lender under the Acquisition Loan shall require as a condition for the Acquisition Loan a greater number of estoppels in which event Seller shall provide the required number of estoppels said lender shall require) (collectively “Estoppel Tenants”), in form and substance which do not vary materially from the form annexed hereto as Exhibit F, or as to any Space Tenant whose Space Lease provides for a different form of estoppel certificate, the form provided for by such Space Lease, and from Bed, Bath and Beyond in connection with the Bed, Bath and Beyond Sublease, in form and substance which does not vary materially from the form attached hereto as Exhibit M. Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 13.3 (a)(vii), does not or cannot deliver the required Estoppel Certificates, Purchaser’s sole remedy shall be to terminate this Agreement and receive the return of the Deposit (or Letter of Credit or proceeds thereof) or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is three (3) Business Days following Purchaser’s receipt of executed Estoppel Certificates of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificate; (viii) standard seller’s affidavits to the Title Company in such form as may be reasonably required by the Title Company; (ix) a Waiver of Right of First Refusal with respect to the sale of the PR Springfield East Interest duly executed by Target in the form attached as Exhibit H hereto; (x) An Assignment and Assumption Agreement (respecting the Bed Bath & Beyond Sublease) duly executed by Pennsylvania Real Estate Investment Trust in the form of that attached as Exhibit L_ hereto; and (xi) Reasonable evidence of Seller’s organizational authority. (xii) An updated rent roll listing all Space Tenants as of the Closing Date. (b) At Closing Purchaser shall deliver to Seller or Escrowee: (i) the certificates, if any, representing balance of the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment Purchase Price as provided in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSection 3 hereof; (ii) an Assignment of Limited Partnership Interest (respecting PREIT’s limited partnership interest in PRDB) executed by Purchaser in the resignations or evidence form of their removal from office of the persons named on Schedule III(a) that attached as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesExhibit C hereto; (iii) an Assignment of Membership Interest (respecting PREIT’s membership interest in PRDB General Partner) executed by Purchaser in the certificates required by Section 10.2(a) and Section 10.2(b) hereofform annexed hereto as Exhibit D; (iv) standard buyer’s affidavits executed to the Title Company in such form as may be reasonably required by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andTitle Company; (v) owners’ affidavits an Assignment and indemnities Assumption Agreement (respecting the Bed Bath & Beyond Sublease) duly executed by Purchaser in the forms form of that attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on as Exhibit H-1 attached hereto L hereto; (the “ACE Real Property Preliminary Certifications and Reports”). (bvi) At the Closing, AREH shall deliver to Buyer: (irealty transfer tax return(s) the certificatesexecuted by Purchaser, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Coderequired; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the ACE Selling Parties Ableauctions Shareholders shall deliver have delivered or caused to Buyerbe delivered to Top Favour and the Top Favour Shareholders the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Ableauctions and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerAbleauctions Shareholders; (ii) the resignations or evidence letter of their removal resignation from office Ableauctions’ current sole officer, with his resignation as to all of the persons named on Schedule III(aoffices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) as letter of resignation of Ableauctions’ current directors, officers and managerswith the resignation of such directors to take effect immediately, other than Axxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Acquisition and Brighton Park Maintenance Corp.the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Axxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Wx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, together with any required amendments certifying as to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificatesincumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, if anyinstruments and writings required pursuant to this Agreement (the “Transaction Documents”), representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations a copy of the persons named on Schedule III(b) as directors, officers Certificate of Incorporation and managersBy-Laws of Ableauctions, as applicable, of the Companies effective in effect on and as of the Closing Date, together with any required amendments to the organizational documents and (iii) a copy of the Companies resolutions of the Board of Directors of Ableauctions authorizing and filings approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with Governmental Entitiesthe Transaction Documents, and the transactions contemplated thereby; (iiiviii) the certificates required by Section 10.2(a) all corporate records, board minutes and Section 10.2(b) hereof; (iv) affidavits executed by AREH resolutions, tax and financial records, agreements, seals and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeother information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (vix) owner’s affidavits and indemnities such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Initial Closing, and subject to the ACE Selling Parties terms and conditions herein contained: (i) AirTouch (for itself and the other Sublessors), TowerCo and Parent shall execute and deliver the Sublease; (b) At each Closing (including the Initial Closing), and subject to the terms and conditions herein contained, Sublessors shall deliver to BuyerTowerCo all of the following: (i) the certificatesSite Designation Supplements (as defined in the Sublease) applicable to the Tower Sites which are the subject of such Closing, if any, representing to the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment extent and as provided in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerthis Agreement; (ii) a certificate of each Sublessor, substantially in the resignations or evidence form of their removal from office Exhibit E (iii) a Certificate of Good Standing for each Sublessor certified to by the Secretary of State of the persons named on Schedule III(ajurisdiction of such Sublessor's incorporation or formation; and (iv) such other documents and certificates as directorsTowerCo may reasonably request. (c) At each Closing (including the Initial Closing), officers TowerCo and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as Parent shall deliver to Sublessors the following: (i) a wire transfer to each Sublessor of the Closing Date, together with any required amendments portion of the Exclusive Commitment Fee attributable (on a pro rata basis) to the organizational documents Included Towers of ACE Lo such Sublessor which are the subject of such Closing, pursuant to instructions received from AirTouch; (ii) a Certificate of Good Standing of TowerCo and Brighton Park Maintenance Corp. Parent certified to by the Secretary of State of each State in which any of the Towers and filings with Governmental EntitiesTower Sites that are the subject of such Closing are located; (iii) the certificates required an executed counterpart of each Site Designation Supplement delivered by Section 10.2(a) and Sublessors pursuant to Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi a certificate of each of Parent and any TowerCo, each substantially in the form of its required Affiliates that satisfy the requirements of Section 1445 of the CodeExhibit F; and (v) owners’ affidavits such other documents and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)certificates as Sublessors may reasonably request. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, Target or the ACE Selling Parties shall deliver Principal, as applicable, will deliver, or cause to Buyerbe delivered, to Purchaser, the following: (i) a closing statement (the certificates“Closing Statement”) containing (1) the consolidated balance sheet of Target as of 11:59 p.m. on the day prior to the Closing Date (without giving effect to any of the Transactions), if any(2) Target’s Net Working Capital, representing the ACE Lo Equity Interests(3) Target Cash, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerand (4) Transaction Expenses; (ii) a certificate of good standing for Target issued by Target’s legal jurisidiction of formation and place of principal operation, and a certificate of compliance pertaining to any Permits held by Target, each to be dated within three (3) Business Days prior to the resignations or evidence Closing Date; (iii) a certificate, validly executed by an authorized officer of their removal from office Target, certifying that (A) the resolutions, as attached to such certificate, were duly adopted by the board of the persons named on Schedule III(a) as directors, officers directors and managersPrincipal of Target, as applicable, authorizing and approving the execution of ACE Lo this Agreement and Brighton Park Maintenance Corp.the consummation of the Transactions, effective and that such resolutions remain in full force and effect, (B) the Charter Documents attached to such certificate are true and correct, and include all amendments thereto, (C) Target has not experienced a Material Adverse Effect since its organization or formation, (D) the representations and warranties of Target in this Agreement are true and correct as of the Closing Date, together with any required amendments (E) all actions and obligations to be performed by Target under this Agreement have been performed as of the organizational documents of ACE Lo Closing Date, and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iiiF) the certificates required by Section 10.2(a) Disclosure Schedule is true and Section 10.2(b) hereofaccurate as of the Closing Date; (iv) affidavits copies reasonably acceptable to Purchaser of all consents, approvals and notices required to be obtained or made to consummate the Transactions; (v) payoff letters or final invoices in a form reasonably acceptable to Purchaser from each of the parties to which any of the Transaction Expenses are payable; (vi) executed documents reasonably acceptable to Purchaser to allow Target, effective as of the Closing, to transfer all Target bank account authorizations to representatives designated by ACE Hi Purchaser; (vii) the minute books and all other books and records of Target and any of its required Affiliates that satisfy the requirements of Section 1445 of the CodeSubsidiaries; and (vviii) owners’ affidavits all other certificates, instruments and indemnities in other documents reasonably requested by Purchaser to complete the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Transactions. (b) At the Closing, AREH shall deliver Purchaser will deliver, or cause to Buyerbe delivered, to the Principal, the following: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;Promissory Note; and (ii) all other certificates, instruments and other documents reasonably requested by the resignations of Representative to complete the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Transactions. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties unless waived by Sellers, Buyer shall deliver deliver, or execute and deliver, as applicable, to Buyer(or on behalf of) Sellers: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed Assignment and Assumption Agreements for transfer Assets to which Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in is a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerparty; (ii) the resignations Assignment and Assumption Agreement for Assumed Liabilities; (iii) for each Leased Real Estate interest assumed, an assignment and assumption of such Real Estate Lease in the form of Exhibit D, or evidence such other good and sufficient document or instrument of their removal from office of assignment or transfer each in form and substance reasonably satisfactory to Sellers and Buyer; (iv) the persons named on Schedule III(aClosing Payment (which shall be delivered to Sellers pursuant to Section 2.1(d)); (v) as directorsa certificate, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments executed on behalf of Buyer, certifying in such detail as Sellers may reasonably request that the conditions to the organizational documents of ACE Lo Closing specified in Sections 7.1 and Brighton Park Maintenance Corp. and filings with Governmental Entities7.3 have been satisfied or waived; (iiivi) the certificates required by Section 10.2(a) and Section 10.2(b) hereofWarrants; (ivvii) affidavits executed all other documents, certificates, instruments or writings reasonably requested by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities Sellers in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)connection herewith. (b) At the Closing, AREH unless waived by Buyer, Cooperheat and IISI, as applicable, shall deliver or cause to be delivered, or execute and deliver, as applicable, to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed Assignment and Assumption Agreements for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerAssets; (ii) the resignations Assignment and Assumption Agreement for Assumed Liabilities; (iii) for each parcel of Sellers’ Owned Real Estate assumed, a recordable deed conveying good, indefeasible and, subject to Bankruptcy Court approval, transferable title (in form appropriate for the jurisdiction in which such Owned Real Estate is located and otherwise consistent with this Agreement) or if required for such jurisdiction, such other good and sufficient document or instrument of conveyance or transfer, each in form and substance reasonably satisfactory to Buyer; (iv) for each Leased Real Estate interest assumed, an assignment and assumption of such Real Estate Lease in the form of Exhibit D or such other good and sufficient document or instrument of assignment or transfer, each in form and substance reasonably satisfactory to Buyer; (v) stock certificates representing all of the persons named on Schedule III(b) as directors, officers issued and managers, as applicable, outstanding capital stock of each of the Other Companies effective and a duly executed Stock Power transferring each of such certificates to Buyer; (vi) stock certificate(s) representing all of the issued and outstanding capital stock of Global Heat (1998) Inc., and a duly executed Stock Power transferring such certificate(s) to Buyer; (vii) a certificate, dated as of the Closing Date, together with any required amendments executed on behalf of Sellers by an authorized officer, certifying in such detail as Buyer may reasonably request that the conditions to the organizational documents of the Companies Closing specified in Sections 7.1 and filings with Governmental Entities7.2 have been satisfied or waived; (iiiviii) copies of the Orders and any other necessary orders of the Bankruptcy Court approving the performance by Sellers of their respective obligations under this Agreement, and any other relevant orders of the Bankruptcy Court; (A) a certificate of service certifying that notice of application to the Bankruptcy Court to consummate the transactions contemplated by this Agreement was served on all Persons listed on the mailing matrix filed in the bankruptcy cases and those other Persons the Buyer reasonably requests be served and whose names and addresses the Buyer delivers to the Sellers on or before 5:00 p.m. Houston, Texas time on July 20, 2004, and (B) a list of those notices of the sale returned to Sellers because of incorrect addresses; (x) the certificates of non-foreign status required by pursuant to Section 10.2(a) and Section 10.2(b) hereof7.2(g); (ivxi) affidavits executed by AREH and any of its required Affiliates that satisfy such other documentation as Buyer may reasonably request to effect the requirements of Section 1445 transfer of the CodeAssets as contemplated by this Agreement; (xii) the Books and Records; and (vxiii) owner’s affidavits all other documents, certificates, instruments or writings reasonably requested by Buyer in connection herewith, including, without limitation, all documents necessary to transfer all vehicles and indemnities in the forms attached to the preliminary certifications other bank and reports on title for each parcel brokerage accounts that constitute part of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto Assets to Buyer (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reportsdocuments referred to above, the “Preliminary Certifications and ReportsAncillary Documents”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, subject to the ACE Selling Parties terms and conditions set forth herein, and simultaneously with the other Parties’ deliveries hereunder: (a) Seller shall deliver to Buyer: (i) the certificatesRequired Transfer Documentation, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied executed by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSeller; (ii) all notices required to be delivered to DTC or any other holder of a global note or entity that maintains the resignations or evidence of their removal from office of book-entry registration system for the persons named on Schedule III(a) as directorsReal Estate Securities, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesexecuted by Seller; (iii) For each Real Estate Security in physical form, the certificates required original certificate or note evidencing such Real Estate Security and/or attached or accompanying transfer powers, executed by Section 10.2(a) and Section 10.2(b) hereofSeller; (iv) affidavits certificates representing the Class P and Class IO Regular Interests of ACGS LLC and/or attached or accompanying transfer powers, executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andACGS LLC; (v) owners’ affidavits the REMIC Administrator Assignment and indemnities Assumption Agreement, executed by Seller; (vi) evidence that the Subordinate Participation Agreement dated March 2, 2004, relating to First Union Commercial Mortgage Securities, Inc., Series 2002-C1 has been terminated; (vii) written notice to Structured Assets Securities Corporation II pursuant to the CMBS Document required by LB-UBS 2004-C1 and LB-UBS 2005-CI, and written waiver by Lxxxxx Brothers Inc. and UBS Securities LLC of the 10 day notice required under the side letters relating to LB-UBS 2004-C1 and LB-UBS 2005-C1; (viii) evidence that the amendment to the REMIC Agreement in the forms attached form agreed to by the Buyer and Seller providing for the certification of the Class P and Class IO Regular Interests and the Residual Interest (as such terms are defined in the REMIC Agreement) has been executed and delivered; (ix) a legal opinion from counsel to Seller that the certificates representing the Class P and Class IO Regular Interests have been validly issued and are entitled to the preliminary certification and report on title for each parcel benefits of the ACE Real Properties set forth on Exhibit H-1 attached hereto REMIC Agreement and the ACGS LLC sale and servicing agreement; (x) the “ACE Real Property Preliminary Certifications and Reports”)FIRPTA Certificate, executed by Seller; (xi) subject to Section 2.6(a) below with respect to the ACGS Consent, evidence that all other Seller Required Consents have been obtained. (b) At the Closing, AREH Buyer shall deliver to BuyerSeller: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for Purchase Price via wire transfer to Buyer or accompanied the account(s) specified by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSeller; (ii) the resignations of the persons named on Schedule III(b) as directorsany Required Transfer Documentation, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing PaymentBuyer; and (iii) to each SellerThe REMIC Administrator Assignment and Assumption Agreement, the certificates required executed by Section 10.3(a) and Section 10.3(b) hereofBuyer.

Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments, and agreements, each of which shall be in form and substance and executed in such counterparts (if applicable) as shall be acceptable to Administrative Agent and each of which shall, unless otherwise indicated, be dated as of the First Amendment Effective Date: (a) At the Closing, the ACE Selling Parties shall deliver to Buyer: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate counterparts hereof duly executed limited liability interest powers or, if by the ACE Lo Equity Interests Borrower and Consenting Lenders that are not certificated, one or more instruments of assignment in a form approved sufficient to constitute the Required Lenders and consent and agreement counterparts hereof duly executed by Buyer conveying such ACE Lo Equity Interests to Buyerthe other Loan Parties; (iib) counterparts of a pledge agreement duly executed by the resignations or evidence General Partner and the Administrative Agent (the “GP Cash Collateral Pledge Agreement”), which shall provide for a pledge by the General Partner of their removal from office all of its right, title and interest in the GP Cash Collateral Account (as defined below) and the funds deposited therein to the Administrative Agent for the benefit of the persons named on Schedule III(aSecured Parties as security for the Secured Obligations; (c) counterparts of a deposit account control agreement duly executed by the General Partner, the Administrative Agent and Xxxxx Fargo Bank, N.A. (the “GP Cash Collateral Control Agreement”), which shall, among other things, restrict the General Partner’s access to and establish the Administrative Agent’s “control” (as directorssuch term is defined in Section 9.104 of the Texas UCC (as defined in the Guaranty and Collateral Agreement)) of the GP Cash Collateral Account; (d) counterparts of an agreement duly executed by the General Partner and Southcross Energy LLC, officers a Delaware limited liability company (together with the General Partner as the owners of at least 58% of the issued and managersoutstanding Equity Interests in the Borrower, the “Equity Holders” and each individually, an “Equity Holder”), and the Administrative Agent (the “Equity Holder Agreement”), which shall require each Equity Holder to promptly deposit or cause to be deposited, as applicable, into the GP Cash Collateral Account any and all proceeds received by such Equity Holder (or received by any transfer agent holding Equity Interests on behalf of ACE Lo and Brighton Park Maintenance Corp., effective as such Equity Holder) in respect of the Closing Datequarterly cash dividends of Available Cash to be declared and paid by the Borrower for the fiscal quarter ending March 31, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities2013; (iiie) an opinion of Gardere Xxxxx Xxxxxx LLP, as special counsel to the certificates required by Section 10.2(a) Loan Parties and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of General Partner, favorably opining as to such matters as the CodeAdministrative Agent may reasonably request; and (vf) owners’ affidavits such other documents, instruments and indemnities in certificates as the forms attached Administrative Agent or its counsel may reasonably request relating to the preliminary certification foregoing, the organization, existence and report on title for each parcel good standing of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications General Partner and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations each of the persons named on Schedule III(b) as directorsLoan Parties, officers the authorization of this First Amendment and managersthe transactions contemplated hereby, as applicable, of the Companies effective as of the Closing Date, together with and any required amendments other legal matters relating to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and ReportsGeneral Partner, the “Preliminary Certifications Loan Parties and Reports”)this First Amendment. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. The following deliveries shall be made at or before Closing. All of such deliveries to be made or caused to be made by either party shall, at the option of the other, be conditions precedent to such other party's obligation to close hereunder, any or all of which may be waived in writing by such other party. (a) At the ClosingSeller shall deliver or cause to be delivered to Title Company, for delivery to Buyer, the ACE Selling Parties shall deliver to Buyerfollowing certificates, documents, instruments and agreements: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for The Deed and a real estate transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyertax valuation affidavit; (ii) the resignations or evidence A bill of sale conveying any items of personal property referred to in Article II, in their removal from office as-is condition, with such customary representations and warranties as may be contained in any bill of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiessale; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereofThe Final Visibility Easement; (iv) An affidavit of Seller, acceptable to Buyer, dated the Closing Date, that there are no unsatisfied judgments, tax liens or bankruptcies involving the Seller and the Property, as applicable, together with any other customary affidavits executed requested by ACE Hi the Title Company to facilitate Closing; (v) Assignment of all of Seller's right, title and any interest in and to all assignable governmental permits and licenses, if any, issued in connection with the Property together with originals, if held by Seller, or photocopies of its required Affiliates the same; or, if there are none, an affidavit of Seller to that satisfy effect; (vi) The Owner's Policy issued by the requirements Title Company pursuant to the Commitment described in Article VII hereof for the full amount of the Purchase Price showing title to the Property in Buyer and subject only to the Permitted Exceptions (the “Owner’s Policy”); (vii) An affidavit of Seller certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Internal Revenue Code; (viii) Seller's certificate dated as of Closing confirming that all of Seller's representations and warranties contained in this Purchase Agreement are accurate, current and complete in all material respects; and (vix) owners’ affidavits Any and indemnities all other documents elsewhere described herein or as may be mutually agreed on between Buyer and Seller as are determined necessary in order to effectuate Closing, including, without limitation, an agreed proration statement, and including such undertakings as may be required by the forms attached Title Company to enable them to disburse funds immediately on recording the preliminary certification Deed and report on title for each parcel of delivering the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Owner’s Policy. (b) At the Closing, AREH Buyer shall deliver or cause to Buyerbe delivered to Title Company, for delivery to Seller, the following: (i) The balance of the certificates, if any, representing Purchase Price by wire transfer of funds (less the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer Effective Date Deposit and as adjusted by any prorations or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerother deductions); (ii) the resignations An original counterpart of the persons named on Schedule III(bAssignments referred to in clauses (a)(iv) as directorsand (a)(v) above, officers duly and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies properly executed and filings with Governmental Entitiesacknowledged by Xxxxx; (iii) Resolution(s) of the certificates required City of Lansing City Council sufficient to authorize the transactions contemplated by Section 10.2(a) and Section 10.2(b) hereofthis Purchase Agreement (the “Resolution”); (iv) affidavits executed by AREH The Reimbursement Costs and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andVisibility Easement Payment; (v) ownerAny and all other documents elsewhere described herein or as may be mutually agreed on between Buyer and Seller as are determined to be reasonably necessary in order to effectuate the Closing of this transaction, including such reasonable undertakings as may be required by the Title Company to enable the Title Company’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel immediate disbursement of funds upon recording of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (Deed and delivering the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Owner’s Policy. (c) At Seller and Buyer shall deliver to each other and to Title Company at Closing an agreed settlement statement reflecting the Closingadjustments and prorations pursuant to this Purchase Agreement. (d) Buyer shall have received State of Michigan appropriated funding intended to be used for development or redevelopment of a city hall administration building (the “Appropriation”), and the City of Lansing City Council shall have approved receipt of such Appropriation. (e) Unless waived or otherwise agreed to in writing by the Buyer, Buyer shall deliver: (i) to ACE Hihave received from Seller, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business no less than 30 days prior to Closing, a Guaranteed Maximum Price Proposal in a mutually agreed upon format, for the Closing Date) development, design and construction of the Buyer’s required improvements to the Property, in an amount equal acceptable to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofparties.

Closing Deliveries. (a) At As soon as reasonably practicable after the ClosingEffective Time, the ACE Selling Parties New REIT shall deliver to BuyerRLJ Development: (i) subject to Section 1.7, the Consideration; (ii) an Assignment and Assumption Agreement, in the form attached as Exhibit B (the “Assignment and Assumption Agreement”), duly executed by New REIT; and (iii) such other certificates, if anyinstruments or documents as RLJ Development may reasonably request, representing as are required pursuant to the ACE Lo Equity Interestsprovisions of this Agreement or as otherwise are necessary or appropriate to transfer the Contributed Assets and Assumed Liabilities in accordance with the terms and conditions hereof and consummate the transactions contemplated hereby, either duly endorsed for transfer and to Buyer or accompanied by appropriate vest in New REIT and its successors and assigns full, complete, absolute, legal and equitable title to the Contributed Assets, free and clear of all Liens (other than Permitted Liens). (b) As soon as reasonably practicable after the Effective Time, RLJ Development shall deliver to New REIT each of the following: (i) a xxxx of sale in the form of Exhibit C, duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerRLJ Development; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directorsAssignment and Assumption Agreement, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesduly executed by RLJ Development; (iii) an Assignment of Intellectual Property Agreement in the form of Exhibit D (the “Assignment of Intellectual Property”), together with other agreements, instruments, certificates required and other documents necessary or appropriate to assign all of RLJ Development’s rights and interests in and to its intellectual property to New REIT, duly executed by Section 10.2(a) and Section 10.2(b) hereof;RLJ Development; and (iv) affidavits executed by ACE Hi and any of its such other certificates, instruments or documents as New REIT may reasonably request, as are required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached pursuant to the preliminary certification provisions of this Agreement or as otherwise are necessary or appropriate to transfer the Contributed Assets and report on Assumed Liabilities in accordance with the terms and conditions hereof and consummate the transactions contemplated hereby, and to vest in New REIT and its successors and assigns full, complete, absolute, legal and equitable title for each parcel to the Contributed Assets, free and clear of the ACE Real Properties set forth on Exhibit H-1 attached hereto all Liens (the “ACE Real Property Preliminary Certifications and Reports”other than Permitted Liens). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties shall deliver to Buyer: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of On the Closing Date, together the parties thereto (or with any required amendments respect to which the delivery relates) shall cause to be executed and/or delivered to each other (if the Closing is to occur by mail) or to the organizational Cleveland Office of Escrow Agent (if the Closing is to occur in person), the following documents (except as otherwise indicated, the parties shall deliver four (4) counterparts of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities;each document): (iiia) an Assignment and Assumption of Lease/Sublease in substantially the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 form attached hereto as Schedule 9(a) (the “ACE Real Property Preliminary Certifications Assignment and ReportsAssumption of Leases”).) pursuant to which KCPLP shall assign to KCPLLC, and KCPLLC shall assume, all of KCPLP’s right, title and interest in and to the Tower Lease, the Hotel Lease, the Hotel Sublease and the Garage Sublease; (b) At a xxxx of sale in substantially the Closingform attached hereto as Schedule 9(b) (the “Xxxx of Sale”) conveying to KCPLLC all of KCPLP’s right, AREH shall deliver title and interest in and to Buyer: all furnishings, furniture, supplies, equipment, fixtures and other personal property located at, or used in connection with the ownership, operation and maintenance of the Project, including without limitation (i) all heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment, furniture, furnishings, carpeting, appliances, tools, inventory, supplies, signs, draperies and other equipment and personal property at the certificatesLand or the Improvements, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; and (ii) specifically including the resignations equipment, fixtures and personal property listed in Exhibit A attached thereto, specifically excluding, however, the art work located in the lobby and in the Conference Center on the 27th floor of the persons named on Schedule III(b) as directors, officers and managersTower Improvements, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth more specifically identified on Exhibit H-2 B attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”).thereto; (c) At an assignment and assumption agreement in substantially the Closingform attached hereto as Schedule 9(c) (the “Assignment and Assumption of Tenant Leases and Security Deposits”) pursuant to which KCPLP will assign, Buyer shall deliver: (i) and KCPLLC will assume, all right, title and interest of KCPLP, as landlord or licensor, in and to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account all Tenant Leases and Security Deposits. Any Security Deposits maintained in the form of a letter of credit shall be designated in writing delivered to Buyer Xxxxx at least two (2) business days prior Closing and KCPLP shall endeavor to cause the Closing Date) in an amount equal to reissuance or endorsement of each such letter of credit for the ACE Closing Paymentbenefit of KCPLLC within a reasonable time after Closing; (iid) to AREH, immediately available funds by wire transfer to an account designated by AREH assignment and assumption agreement in substantially the form attached hereto as Schedule 9(d) (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; “Assignment and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, Jintai Delaware and the ACE Selling Parties Jintai Delaware Shareholders shall deliver have delivered or caused to Buyerbe delivered to Jintai HK and the Jintai HK Shareholders the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Jintai Delaware and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerJintai Delaware Shareholders; (ii) resolutions duly adopted by the resignations Board of Directors of Jintai Delaware approving the following events or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managersactions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Acquisition and Brighton Park Maintenance Corp.the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at [ six (6) ]; e. the appointment of Kuizhong Cai as Chairman of the board of directors, and the appointment of Zxxxxxx Xxxxx, Yuan Lxx, Xxxxx T.N. Ho, Dxxxxx Xx, and Bradnson Cha Hxx Xxxxx, as additional directors, to serve on the Jintai Delaware board of directors, effective on the Closing Date; and f. the appointment of the following persons as officers of Jintai Delaware, effective on the Closing Date, with the titles set forth opposite his name (the “Jintai HK Officers”): Yxxx Xxx Chief Executive Officer, Kuizhong cai President and Chairman of the Board Dxxxx T.N. Ho Chief Operating Officer Sxxxxxxx Xx Chief Financial Officer (iii) a certificate of good standing for Jintai Delaware from its jurisdiction of incorporation; (iv) a shareholder list of Jintai Delaware as certified by the Jintai Delaware’s Secretary; (v) a certificate of the Secretary of the Jintai Delaware, dated as of the Closing Date, together with any required amendments certifying as to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificatesincumbency of officers of the Jintai Delaware executing this Agreement and all exhibits and schedules hereto and all other documents, if anyinstruments and writings required pursuant to this Agreement (the “Transaction Documents”), representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations a copy of the persons named on Schedule III(b) as directors, officers Certificate of Incorporation and managersBy-Laws of the Jintai Delaware, as applicable, of the Companies effective in effect on and as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 a copy of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel resolutions of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (Board of Directors of the “Adjacent Real Property Preliminary Certifications Jintai Delaware authorizing and Reports” andapproving the Jintai Delaware’s execution, together delivery and performance of the Transaction Documents, all matters in connection with the ACE Real Property Preliminary Certifications Transaction Documents, and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Paymenttransactions contemplated thereby; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, Xxxxxx shall have delivered or caused to be delivered to Dandrit and the ACE Selling Parties shall deliver to BuyerShareholders’ Representative, the following: (i) (A) resolutions duly adopted by the certificatesboard of directors of Xxxxxx authorizing and approving the Exchange and the execution, if anydelivery and performance of (1) this Agreement, representing including the ACE Lo Equity Interests, either duly endorsed delivery of the Xxxxxx Shares in exchange for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Dandrit Interests are not certificated, one or more instruments of assignment and (2) an equity incentive plan in a form to be approved and accepted by Buyer conveying such ACE Lo Equity Interests Dandrit and (B) resolutions duly adopted by the shareholders of Xxxxxx authorizing and adopting an equity incentive plan in a form which shall be satisfactory to BuyerDandrit; (ii) the resignations or evidence of their removal from office resignation of the persons named on Schedule III(a) as directorsofficers of Xxxxxx, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments subject to the organizational documents provisos of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesclause (iii) below; (iii) subject to and in compliance with Rule 14f-1 under the certificates required Exchange Act, the existing directors of Xxxxxx shall increase the size of the Board as appropriate, elect and appoint the individuals set forth on Schedule II to the Board as indicated to fill vacancies created by Section 10.2(a) such increase in the size of the Board, upon which such directors, except to the extent they are remaining as indicated below, will resign, and Section 10.2(b) hereofprovided further, that the positions of Chief Executive Officer, President, Chief Financial Officer and Treasurer as set forth on Schedule II shall be elected upon the Closing by the current directors of Xxxxxx; (iv) affidavits this Agreement duly executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andXxxxxx; (v) ownersall corporate records, agreements, seals and any other information reasonably requested by Dandrit or the Shareholders’ affidavits and indemnities in the forms attached Representative with respect to Xxxxxx; (vi) a cancellation agreement with respect to the preliminary certification cancellation of up to an aggregate of 4,400,000 issued and report on title for each parcel outstanding shares of common stock owned by an existing stockholder of Xxxxxx, effective upon the closing of the ACE Real Properties Exchange; (vii) the Xxxxxx Shares; provided, however, that certificates representing the Xxxxxx Shares shall be delivered within ten (10) business days of the Closing; (viii) evidence of the satisfaction of any outstanding liabilities, debts and obligations of Xxxxxx, other than the outstanding accounts payable and other debt payable to related parties as set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSchedule 4.9; (iiix) such other documents as Dandrit or the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities Shareholders’ Representative may reasonably request in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, - 42 - 49 (a) the ACE Selling Parties Sellers and Richfield shall deliver or cause to be delivered to the Purchaser: (i) a certificate or certificates evidencing all of the Richfield Shares, duly endorsed for transfer with all necessary transfer stamps affixed; (ii) the Officer's Certificates required by Sections 7.1 and 7.5; (iii) copies of all consents and approvals required by Sections 7.3, 7.4 and 7.12; (iv) the Opinion of Counsel required by Section 7.6; (v) the Employment Agreements required by Section 7.7; (vi) the counterpart signature page to the Shareholders' Agreement required by Section 7.9; (vii) the Subordination Agreement required by Section 7.10; (viii) the Lease (executed by the landlord); (ix) a certificate, signed by the secretary of Richfield, as to the articles of incorporation and by-laws of Richfield, the resolutions adopted by the board of directors and shareholders of Richfield in connection with this Agreement, the incumbency of certain officers of Richfield and the jurisdictions in which Richfield is qualified to conduct business, in form acceptable to the Purchaser; (x) certificates issued by the appropriate governmental authorities evidencing the good standing, with respect to both the conduct of business and the payment of all franchise taxes, of Richfield as of a date not more than ten (10) days prior to the Closing Date, as a corporation organized under the laws of the State of Ohio and as a foreign corporation authorized to do business under the laws of the various jurisdictions where it is so qualified. (xi) such other certified resolutions, documents and certificates as are required to be delivered by the Sellers or Richfield pursuant to the provisions of this Agreement. (b) The Purchaser shall deliver to Buyerthe Sellers: (i) the certificatesconsideration (in the form of cash, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer AmeriPath Stock and Contingent Notes) required to Buyer be paid or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment delivered to each Seller at Closing in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer;accordance with Section 1.1 (and Schedule 1.1 hereto). (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates Officer's Certificate required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment8.1; and (iii) to each Seller, the certificates Employment Agreements required by Section 10.3(a8.4; (iv) the Lease (executed by AmeriPath Ohio); (v) such other certified resolutions, documents and Section 10.3(b) hereofcertificates as are required to be delivered by the Purchaser pursuant to the provisions of this Agreement.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to the Buyer: (i) signature pages to each of the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate Closing Documents duly executed limited liability interest powers or, if by the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSeller; (ii) the resignations or evidence of their removal from office documents required to be delivered by the Seller pursuant to Sections 7.1 and 7.2; (iii) certified copies of the persons named on Schedule III(a) as directorsresolutions duly adopted by the Seller’s board of directors authorizing the execution, officers delivery and managersperformance of this Agreement and each of the other agreements in connection with the Transaction, as applicablewell as any other approvals required for the Seller to consummate the Transaction; (iv) reasonable documentation evidencing the release, or authorizing the release, of ACE Lo and Brighton Park Maintenance Corp.any Encumbrances existing as of the Closing on any of the Purchased Assets, effective other than Permitted Encumbrances; (v) any certificates, duly executed elections or other documents required to be delivered pursuant to Section 8.9; (vi) the Trust Certificate, dated as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iiivii) reasonable documentation evidencing that the certificates required by Section 10.2(aSeller properly withheld and remitted applicable Taxes on any Intercompany Loans (as defined in the DIP Term Sheet) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi imposed under the Tax Act and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeother Applicable Laws; and (vviii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel actual possession of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Purchased Assets. (b) At the Closing, AREH the Buyer shall deliver to Buyerthe Seller: (i) signature pages to each of the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate Closing Documents duly executed limited liability interest powers or, if by the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;; ​ (ii) the resignations payment of the persons named on Schedule III(b) as directorsPurchase Price in accordance with Section 3.3, officers and managers, as applicable, in respect of the Companies effective as of the Closing Date, together with any required amendments amount payable to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required Seller to such account as specified by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated Seller in writing to Buyer at least no less than two (2) business days prior to the Closing Date) , or otherwise in an amount equal to accordance with the ACE Closing PaymentApproval and Vesting Order; (iiiii) certified copies of the resolutions duly adopted by the Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other agreements in connection with the Transaction, as well as any other approvals required for the Buyer to AREHconsummate the Transaction; (iv) any certificates, immediately available funds duly executed elections or other documents required to be delivered pursuant to Section 8.9; (v) the documents required to be delivered by wire transfer the Buyer pursuant to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing PaymentSection 7.3; and (iiivi) an instrument of assumption of liabilities with respect to each the Assumed Liabilities in a form satisfactory to the Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofacting reasonably.

Closing Deliveries. (a) At the Closing, Closing Oglebay and ONCO shall make the ACE Selling Parties shall deliver to Buyerfollowing deliveries: (i) stock certificates (or stock powers) properly executed evidencing the certificates, if any, representing transfer of the ACE Lo Equity Interests, either duly endorsed for ONTAC Shares to Newco and the transfer of the ETCO Shares to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerRouge; (ii) the resignations or evidence of their removal from office an assignment of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments EXCO Interests to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesNewco; (iii) the certificates required by Preliminary Working Capital Statement referred to in Section 10.2(a) and Section 10.2(b) hereof6.6(a); (iv) affidavits executed the certificate referred to in Section 8.1(a); (v) resolutions of their respective Boards of Directors or committees thereof, as necessary, certified by ACE Hi the Secretary or Assistant Secretary, authorizing the transactions contemplated by this Agreement; (vi) a Bill xx Sale with respect to the mining equipment referred to in Section 6.1; (vii) a letter from Wyatx & Xo. with regard to the present value of estimated FAS 106 liabilities and the Unfunded Benefit Liabilities that exist with respect to any Plan maintained by ONTAC or any ERISA Affiliate for employees of ONTAC; (viii) evidence that all consents set forth on Schedule 2.4 have been obtained. (ix) a release by Oglebay of its required Affiliates that satisfy rights to receive royalties under the requirements Royalty Arrangements defined in Section 6.2; (x) instrument(s) sufficient to dismiss pending arbitrations as provided in Section 6.7; (xi) an opinion of Section 1445 counsel substantially in the form attached hereto as Exhibit D; (xii) all of the Codecorporate records of ONTAC in the possession of Oglebay or ONCO and written resignations of all of the officers and directors of ONTAC; (xiii) all of the corporate records of ETCO in the possession of Oglebay or ONCO; (xiv) all of the partnership records of EXCO in the possession of Oglebay or ONCO; and (vxv) owners’ affidavits and indemnities a release of Pellet Sales Contracts with Stelco, AK Steel, or their predecessors in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)interest. (b) At the ClosingClosing the Remaining Companies and Newco, AREH as appropriate in accordance with their respective obligations under this Agreement, shall deliver to Buyermake the following deliveries: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer The Purchase Price (as required pursuant to Buyer or accompanied Section 1.4) in immediately available United States funds transferred to Oglebay and ONCO. Such amount may be allocated by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests each party to Buyerthis Agreement as their respective interests may appear; (ii) the resignations evidence of the persons named on Schedule III(b) as directors, officers due incorporation and managers, as applicable, authorization of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesNewco; (iii) the certificates required by certificate referred to in Section 10.2(a) and Section 10.2(b) hereof8.2(a); (iv) affidavits executed resolutions of their respective Boards of Directors or committees thereof, as necessary, certified by AREH and any the Secretary or Assistant Secretary, authorizing the transactions contemplated by this Agreement; (v) an assumption agreement with respect to the Assumed Liabilities; (vi) a release of Oglebay of its required Affiliates obligations under the Repurchase Agreement (as hereinafter defined), a release of Oglebay of its obligations under the Mining Leases set forth on Schedule 3.4; (vii) instrument(s) sufficient to dismiss pending arbitrations as provided in Section 6.7; (viii) evidence that satisfy the requirements of Section 1445 of the Codeall consents set forth on Schedule 3.4 have been obtained; and (vix) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title opinions from respective counsel for each parcel of Rouge, ETCO, AK Steel, Stelco, AKS Sub, Stelco Sub and Newco, in substantially the Adjacent Real Properties set forth on Exhibit H-2 form attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.as Exhibit E.

Closing Deliveries. At the Closing, (a) At each of the Closing, the ACE Selling Parties Partners and Seller shall deliver or cause to Buyerbe delivered to the Purchaser: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBill xx Sale; (ii) the resignations Assets; (iii) copies of all consents and approvals required by SECTIONS 7.3, 7.4 and 7.10 (including UCC termination statements, releases of mortgages or evidence other releases of their removal from office Liens); (iv) the Opinion of Counsel required by SECTION 7.6; (v) the Certificates required by SECTIONS 7.1 and 7.5; (vi) the Subordination Agreement required by SECTION 7.9; (vii) the Employment Agreements required by SECTION 7.7 (EXHIBIT 6.6); (viii) a certificate, signed by a Partner of the persons named on Schedule III(a) as directors, officers and managersSeller, as applicableto the Partnership Agreement, the actions taken by the Partners of ACE Lo Seller in connection with this Agreement, the authority of certain persons to act on behalf of the Seller and Brighton Park Maintenance Corp.the jurisdictions in which Seller is qualified to conduct business, effective in form acceptable to the Purchaser; (ix) certificates issued by the appropriate governmental authorities evidencing that Seller is validly existing and organized as of a date not more than 10 days prior to the Closing Date, together with any as a partnership organized under the laws of the State of Indiana and as a foreign partnership authorized to do business under the laws of the various jurisdictions where it is so qualified, if applicable. (x) the Assignment and Assumption Agreements required amendments by SECTION 7.14; (xi) the Tax Clearance Certificates required by SECTION 7.11; (xii) the Lease required by SECTION 7.12; (xiii) the Assignment and Assumption Agreement required by SECTION 8.13; (xiv) the termination agreements required by SECTION 8.14; and (xv) such other certified resolutions, documents and certificates as are required to be delivered by each of the Partners or Seller pursuant to the organizational documents provisions of ACE Lo this Agreement. (b) The Purchaser shall deliver to each of the Partners: (i) the consideration (in the form of cash, AmeriPath Stock and Brighton Park Maintenance Corp. and filings the Contingent Note) required to be paid or delivered at Closing in accordance with Governmental EntitiesSECTION 1.5 (ii) the Certificate required by SECTIONS 8.1 AND 8.12; (iii) the certificates Employment Agreements required by Section 10.2(a) and Section 10.2(b) hereofSECTION 8.4; (iv) affidavits executed such other certified resolutions, documents and certificates as are required to be delivered by ACE Hi the Purchaser pursuant to the provisions of this Agreement; (v) the opinion of counsel to be delivered pursuant to Section 8.5; (vi) the Assignment and any of its Assumption Agreements required Affiliates that satisfy the requirements of Section 1445 by SECTION 8.6; (vii) copies of the Codeamendment required by SECTION 8.7; (viii) the Lease required by Section 8.9; (ix) the Assignment and Assumption Agreement required by SECTION 8.13; (x) a copy of the Management Agreement to be entered into pursuant to SECTION 7.15; and (vxi) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel copies of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)AmeriPath APA. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. Concurrently herewith: (a) At the ClosingBorrower shall cause each Guarantor of Payment to consent and agree to and acknowledge the terms of this Amendment; (b) the Borrower and each Guarantor of Payment shall execute and deliver to the Administrative Agent a Pledge Agreement, in form and substance satisfactory to the ACE Selling Parties Administrative Agent, pursuant to which the Borrower and each such Guarantor of Payment shall pledge all of the stock or other equity interest of each Subsidiary (other than a Foreign Subsidiary) of the Borrower or such Guarantor of Payment, together with the stock certificates pledged thereunder and accompanying stock transfer powers; (c) the Borrower shall deliver to Buyer:the Administrative Agent such examinations and reports, in form and detail satisfactory to the Administrative Agent, with respect to the Mortgaged Property, issued by a title company satisfactory to the Administrative Agent, that shows each Mortgage to be a valid first priority Lien on such Mortgaged Property, free and clear of all defects and encumbrances except such matters of record as permitted pursuant to the Credit Agreement; (d) the Borrower shall deliver to the Administrative Agent evidence of insurance on ACORD 27 form, and otherwise satisfactory to the Administrative Agenx, xx adequate personal property and liability insurance of each Credit Party, with the Administrative Agent, on behalf of the Lenders, listed as mortgagee, loss payee and additional insured; (e) the Borrower shall provide to the Administrative Agent and the Lenders an officer's certificate certifying the names of the officers of the Borrower and each Guarantor of Payment authorized to sign this Amendment and the Security Documents that are being executed on the date hereof to which the Borrower or such Guarantor of Payment is a party, together with the true signatures of such officers and certified copies of the resolutions of the board of directors or executive committee of the Borrower or such Guarantor of Payment, evidencing approval of the execution and delivery of this Amendment and the Security Documents to which the Borrower or such Guarantor of Payment is a party; (f) the Borrower shall provide to the Administrative Agent and the Lenders such opinions of counsel for the Borrower and each Guarantor of Payment, in form and substance satisfactory to the Administrative Agent and the Lenders, as the Administrative Agent and the Lenders may deem necessary or appropriate; (g) pursuant to Section 1.5 of this Amendment, the Borrower shall cause each Eligible Subsidiary (other than S.K. Wellman S.p.A.) to deliver to the Administrative Agent an Electxxx xx Xxxxxnate; (h) the Borrower shall pay to the Administrative Agent, for the pro rata benefit of the Lenders, an amendment fee in the amount of Fifty Thousand Dollars ($50,000); (i) with respect to each parcel of the certificatesMortgaged Property, if any, representing evidence to the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if satisfaction of the ACE Lo Equity Interests are not certificated, one or more instruments Administrative Agent that no portion of assignment any Mortgaged Real Property is located in a form approved Special Flood Hazard Area or is otherwise classified as Class A or Class BX on the Flood Maps maintained by Buyer conveying such ACE Lo Equity Interests to Buyerthe Federal Emergency Management Agency; (iij) the resignations or evidence of their removal from office Borrower shall pay all legal fees and expenses of the persons named on Schedule III(a) as directors, officers Administrative Agent in connection with this Amendment and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codein connection herewith; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (ik) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying Borrower shall provide such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) other items and shall satisfy such other conditions as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates may be reasonably required by Section 10.2(a) the Administrative Agent and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Lenders. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Foundation shall deliver to BuyerAcquisition Company: (i) certified copies of the certificates, if any, representing Articles of Incorporation and Code of Regulations of Foundation and the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if Articles of Incorporation and Constitution of the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBank; (ii) the resignations or evidence certificates signed by appropriate officers of their removal from office Foundation stating that: (A) each of the persons named on Schedule III(arepresentations and warranties contained in Article 2 hereof is true and correct at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct only as of such date); and (B) all of the conditions set forth in Sections 6.1(b) and 6.1(d) hereof have been satisfied or waived as directorsprovided therein; (iii) certified copies of the resolutions of the Board of Directors of Foundation and of resolutions of its shareholders as required for valid approval of the execution of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement; (iv) certified copies of the resolutions of the Board of Directors of the Bank as required for the charter conversion; (v) a certificate of the Secretary of State of the State of Ohio, officers dated not more than thirty (30) days prior to Closing, stating that Foundation is in good standing and managersa certificate of corporate existence, dated not more than thirty (30) days prior to Closing, from the OTS as applicableto the Bank; (vi) the Certificate of Merger executed by Foundation in proper form for filing with the Secretary of State of the State of Ohio in order to cause the Merger to become effective; (vii) a legal opinion from Vorys, Satex, Xxxxxxx xxx Peasx LLP, counsel for Foundation, in form reasonably acceptable to counsel to Acquisition Company and Foundation; and, (viii) a certificate signed by an appropriate officer of ACE Lo and Brighton Park Maintenance Corp.Foundation stating, effective as of the Closing Date, together with any required amendments the number of Outstanding Foundation Common Shares, the number of Foundation Common Shares subject to outstanding Stock Options, the "strike" price for each such Stock Option, the owners of such Stock Options, the number of Foundation Common Shares held in the Bank Recognition Plan and the persons to whom such Foundation Common Shares are issuable and the number of outstanding rights to be awarded a Foundation Common Share under the Bank Recognition Plan as to which no Foundation Common Shares have been acquired by or issued to the organizational documents of ACE Lo Bank Recognition Plan and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached persons to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)whom such rights have been awarded. (b) At the Closing, AREH Acquisition Company shall deliver to BuyerFoundation: (i) certified copies of the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments Articles of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerIncorporation and Regulations of each of Acquisition Company and of Acquisition Sub; (ii) the resignations certificates signed by appropriate officers of Acquisition Company stating that: (A) each of the persons named on Schedule III(b) as directors, officers representations and managers, as applicable, warranties contained in Article 3 hereof is true and correct at the time of the Companies effective Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak as of the Closing Date, together with any required amendments to the organizational documents date of this Agreement or some other date shall be true and correct only as of such date); and (B) all of the Companies conditions set forth in Section 6.2(b) and filings with Governmental Entities6.2(d) hereof (but excluding the approval of Foundation's shareholders) have been satisfied or waived as provided therein; (iii) certified copies of the certificates resolutions of the Boards of Directors of Acquisition Company and Acquisition Sub and of Acquisition Sub's sole shareholder as required for valid approval of the execution of this Agreement and the consummation of the Merger and the other transactions contemplated by Section 10.2(a) and Section 10.2(b) hereofthis Agreement; (iv) affidavits executed by AREH a legal opinion from Keatxxx, Xxething & Klekxxx, XXL, counsel for Acquisition Company, in form reasonably acceptable to counsel for Foundation and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andAcquisition Company; (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel certificates of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto Secretary of State of the State of Ohio, dated not more than thirty (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c30) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) Closing, stating that Acquisition Company and Acquisition Sub are in an amount equal to the ACE Closing Paymentgood standing; (iivi) the Certificate of Merger executed by Acquisition Sub, reflecting the terms and provisions hereof and in proper form for filing with the Secretary of State of the State of Ohio, in order to AREH, immediately available funds by wire transfer cause the Merger to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Paymentbecome effective; and, (iiivii) a copy of the signed employment agreement between Lairx X. Xxxxxxx xxx the Bank referred to each Seller, the certificates required by in Section 10.3(a) and Section 10.3(b) hereof5.5(a).

Closing Deliveries. (a) At or prior to the Closing, Seller (or other Seller Party as applicable) has delivered or caused to be delivered to Buyer the ACE Selling Parties shall deliver to Buyerfollowing: (i) this Agreement executed by Xxxxxx and the certificatesOwners; (ii) an Escrow Agreement by and among Buyer, Seller and the Escrow Agent (the “Escrow Agreement”), executed by Seller; (iii) a bill of sale, assignment and assumption agreement in form and substance acceptable to Buyer (the “Assignment and Assumption Agreement”) and executed by Seller, effecting the assignment to and assumption by Buyer of the Assets and the Assumed Liabilities; (iv) Domain Name Assignment Agreements in form and substance acceptable to Buyer executed by (A) Seller and the applicable Owner (the “Pre-Closing Domain Name Assignment”) and (B) Seller (the “Closing Domain Name Assignment”); (v) Payoff Letters from any Person holding Indebtedness of Seller, any other lienholders holding Encumbrances on the Assets and any Person to whom Seller owes any Selling Expenses; (vi) delivery of all UCC-3 termination statements and all other documents and instruments necessary, if any, representing to release and discharge all Encumbrances on the ACE Lo Equity InterestsAssets; (vii) certificates of good standing or equivalent, either duly endorsed for transfer issued by the Secretary of State of the State of Ohio and each other jurisdiction set forth on Schedule 3.1 and dated no more than ten (10) days prior to the Closing Date, reflecting, with respect to the State of Ohio, that Seller is validly existing and, with respect to the State of Ohio and each such other jurisdiction, that Seller is authorized to transact business in such jurisdiction; (viii) a certificate from an officer of Seller certifying the Organizational Documents of Seller, the resolutions of the Owners and governing authority of Seller authorizing the Transactions, and the incumbency and signatures of the officers of Seller executing this Agreement and the other Transaction Documents executed by Seller in connection herewith; (ix) a transition services agreement in form and substance acceptable to Buyer, executed by Seller (the “TSA”); (x) written evidence satisfactory to Buyer or accompanied by appropriate duly executed limited liability interest powers orof all consents required to be obtained from certain third parties in connection with the Transactions; (xi) certificates of title to all Seller-owned Motor Vehicles and such other instruments and documents that are necessary to transfer the Motor Vehicles, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests and substance acceptable to Buyer; (iixii) the resignations or evidence a certificate from Seller certifying under penalty of their removal from office perjury and satisfying each of the persons named on Schedule III(arequirements of United States Treasury Regulations Section 1.1445-2(b)(2) stating that Seller (or its applicable beneficial owners) is not a “foreign person” as directorsdefined in Section 1445(f)(3) of the Code (each, officers a “FIRPTA Certificate”); (xiii) real property leases (or assignments thereof) for each location of Seller in form and managerssubstance acceptable to Buyer and executed by each applicable lessor (and Seller, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities); (iiixiv) the certificates required by Section 10.2(a) binder and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any certificate of its required Affiliates that satisfy insurance with respect to the requirements of Section 1445 of the CodeContinuum Policy; and (vxv) owners’ affidavits such other documents, certificates and indemnities in instruments reasonably necessary to consummate the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Transactions. (b) At the Closing, AREH shall deliver Buyer has delivered or caused to Buyerbe delivered to Seller or, in the case of the delivery in Section 1.6(b)(iii) to the Escrow Agent, the following: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerClosing Cash Payment; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesPayoff Amounts; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereofEscrow Amount; (iv) affidavits this Agreement executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andXxxxx; (v) owner’s affidavits the Escrow Agreement executed by Xxxxx; (vi) the Assignment and indemnities in Assumption Agreement executed by Xxxxx; (vii) the forms attached to Closing Domain Name Assignment executed by Xxxxx; (viii) the preliminary certifications and reports on title for each parcel TSA executed by Xxxxx; (ix) the real property leases (or assignments thereof) delivered under Section 1.6(a)(xiii) executed by Xxxxx; (x) certificate of good standing or equivalent, issued by the Secretary of State of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto State of Ohio and dated no more than ten (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c10) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal , reflecting, with respect to the ACE Closing PaymentState of Ohio, that Buyer is validly existing and authorized to transact business in such jurisdiction; (iixi) to AREHa certificate from an officer of Buyer certifying the resolutions of the governing authority of Buyer authorizing the Transactions, immediately available funds and the incumbency and signatures of the officers of Buyer executing this Agreement and the other Transaction Documents executed by wire transfer to an account designated by AREH (which account shall be designated Xxxxx in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Paymentconnection herewith; and (iiixii) such other documents, certificates and instruments reasonably necessary to each Seller, consummate the certificates required by Section 10.3(a) and Section 10.3(b) hereofTransactions.

Closing Deliveries. (a) At the Closing, Pubco and the ACE Selling Parties Representative Stockholder shall deliver have delivered or caused to Buyerbe delivered to Tonix and the Tonix Shareholders the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Pubco and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerRepresentative Stockholder; (ii) the resignations or evidence letters of their removal resignation from office Pubco’s sole officer, with his resignation as to all of the persons named offices he currently holds with Pubco to be effective on Schedule III(athe Closing Date, and confirming that such officer has no claim against Pubco in respect of any outstanding remuneration or fees of whatever nature as of the Closing; (iii) as directorsletter of resignation of Pubco’s sole director, officers with the resignation of such director to be effective 10 days after the filing and managersmailing of the Information Statement; (iv) resolutions duly adopted by the Board of Directors of Pubco approving the following events or actions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Acquisition and Brighton Park Maintenance Corp.the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Xxxx Xxxxxxxx as Chairman of the board of directors, and the appointment of Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx as additional directors, to serve on the Pubco board of directors, effective 10 days after the filing and mailing of the Information Statement; and f. the appointment of the following persons as officers of Pubco, effective on the Closing Date, with the titles set forth opposite his or her name (the “Tonix Officers”): Xxxx Xxxxxxxx Chief Executive Officer, President, Secretary and Chairman of the Board Xxxxxx Xxxxx Chief Financial Officer Xxxxxxxx Xxxxxx Chief Operating Officer (v) a certificate of good standing for Pubco from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Pubco addressed to Pubco’s transfer agent of record, in a form reasonably acceptable to Tonix and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing the Pubco Shares to be delivered pursuant to this Agreement registered in the names of the Tonix Shareholders as set forth in Annex I; (vii) the Return to Treasury Agreement duly executed by Pubco and the Representative Stockholder evidencing the cancellation of an aggregate of 1,500,000 shares of Pubco Common Stock owned by it in consideration for $100.00; (viii) A certificate of Xxxxxxxx Stock Transfer Inc., Pubco’s transfer agent and registrar, certifying as of the business day prior to the Acquisition, and before taking into consideration the cancellation of Pubco Common Stock as indicated in Section 7.1(a)(vii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Pubco Common Stock, together with the number of shares of Pubco Common Stock held by each record owner; (ix) a certificate of the Secretary of Pubco, dated as of the Closing Date, together with any required amendments certifying as to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificatesincumbency of officers of Pubco executing this Agreement and all exhibits and schedules hereto and all other documents, if anyinstruments and writings required pursuant to this Agreement (the “Transaction Documents”), representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations a copy of the persons named on Schedule III(b) as directors, officers Certificate of Incorporation and managersBy-Laws of Pubco, as applicable, of the Companies effective in effect on and as of the Closing Date, together with any required amendments to the organizational documents and (iii) a copy of the Companies resolutions of the Board of Directors of Pubco authorizing and filings approving Pubco’s execution, delivery and performance of the Transaction Documents, all matters in connection with Governmental Entitiesthe Transaction Documents, and the transactions contemplated thereby; (iiix) an opinion from Xxxxxxxxx Xxxxxx, counsel to Pubco, with respect to the certificates required by Section 10.2(a) matters set forth in Exhibit A attached hereto, addressed to Tonix and Section 10.2(b) hereofthe Tonix Shareholders and dated as of the Closing Date; (ivxi) affidavits executed by AREH all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeother information or documents reasonably requested by Tonix’s representatives with respect to Pubco; and (vxii) owner’s affidavits and indemnities such other documents as Tonix and/or the Tonix Shareholders may reasonably request in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. 4.2.1 At or prior to the Closing the Parties shall execute and deliver to each other, or cause to be executed and delivered to each other, the following documents: (a) At An assignment and assumption agreement in substantially the Closing, form attached hereto as Exhibit A (the ACE Selling Parties shall deliver to Buyer:“Assignment and Assumption Agreement”); (ib) the certificatesThe instruments identified in Schedule 4.2.1 attached hereto, if anytogether with all such other bills of sale, representing the ACE Lo Equity Interestsassignments, either duly endorsed for endorsements, intellectual property right assignments, trade name assignments, domain name assignments, consents and other good and sufficient instruments and documents of conveyance and transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests reasonably satisfactory to BuyerPurchaser, as Purchaser reasonably shall deem necessary or appropriate to effect the Contemplated Transactions, including without limitation the sale, transfer, assignment and conveyance to Purchaser of all of the Acquired Assets; (iic) A services agreement regarding the resignations or evidence provision of their removal from office certain of Purchaser’s services to KOPIN in substantially the persons named on Schedule III(a) form attached hereto as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of Exhibit B (the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities“Solos Services Agreement”); (iiid) A services agreement regarding the certificates required by Section 10.2(a) and Section 10.2(b) hereofprovision of certain of KOPIN’s services to Purchaser in substantially the form attached hereto as Exhibit C (the “KOPIN Services Agreement”); (ive) affidavits executed by ACE Hi A license agreement in substantially the form attached hereto as Exhibit D (the “Whisper License Agreement”); (f) A share purchase agreement between KOPIN and any Solos Cayman in substantially the form attached hereto as Exhibit E (the “Share Purchase Agreement”); (g) A certificate of its required Affiliates that satisfy continuing registration from the requirements Hong Kong Companies Registry, and a Certificate of Section 1445 of Good Standing from the CodeCayman Islands Government General Registry; and (vh) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel Such certificates or other instruments of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer Parties or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations officers of the persons named on Schedule III(b) Parties as directorseach Party and its counsel may reasonably think necessary in order to establish that the terms, officers covenants and managers, as applicable, of conditions contained in this Agreement to have been performed or complied with by the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer other Party at least two (2) business days or prior to the Closing Date) in an amount equal to have been performed or complied with and that the ACE Closing Payment;representations and warranties of the respective Parties herein given are true and correct at the Closing. (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days 4.2.2 At or prior to the Closing Date) in an amount equal Purchaser shall issue and deliver to KOPIN pursuant to the AREH Share Purchase Agreement stock certificates in proper form evidencing the Solos Shares. 4.2.3 If and to the extent any of the Acquired Assets consist of tangible personal property, on or promptly following the Closing Payment; and (iii) such Acquired Assets shall be conveyed, transferred and delivered by KOPIN to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofPurchaser with title passing at Purchaser’s principal place of business in Hong Kong or such other address as Purchaser may designate in writing.

Closing Deliveries. At the Closing: (a) At the Closing, the ACE Selling Parties Trango shall deliver or cause to Buyerbe delivered to Purchaser: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers ortransfers in favor of Purchaser, if or such other Affiliate of Purchaser as Purchaser may designate by written notice to Everest in accordance with Section 2.15 at least five Business Days prior to the ACE Lo Equity Interests are not certificatedClosing Date, one in respect of the Acquired Everest Shares together with either the share certificates for the Acquired Everest Shares or more instruments of assignment an indemnity in a form approved to be agreed by Buyer conveying such ACE Lo Equity Interests Trango and Purchaser in relation to Buyerthe share certificates for the Acquired Everest Shares; (ii) the resignations or evidence of their removal from office certificates required to be delivered pursuant to Section 8.2(g)(i) and Section 8.2(g)(iii); (iii) a counterpart signature page to the Transition Services Agreement, duly executed by Trango and Everest; (iv) a counterpart signature page to the Colocation Services Agreement Amendment, duly executed by TrangoeNett International (Singapore) Pte. Ltd. and Travelport, LP; (v) a counterpart signature page to each of the persons named on Schedule III(aColocation Services Order Amendments, duly executed by TrangoeNett International (Singapore) Pte. Ltd. and Travelport, LP; (vi) a counterpart signature page to the Investor Rights Agreement, duly executed by Trango, Trango Holdco and Anthony Hynes[reserved]; (vii) a counterpart signature page to the Everest Escrow Agreement, duly executed by Trango; (viii) resignations, substantially in the form attached hereto as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp.Exhibit J, effective as of the Closing Date, together with any required amendments to of the organizational documents directors of ACE Lo each of Everest and Brighton Park Maintenance Corp. and filings with Governmental Entitiesits Subsidiaries, in each case, requested by Purchaser at least five Business Days in advance of the Closing; (iiiix) copies of notices from Everest to the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 Everest Redeemed Holders informing them of the CodeEverest Redemption; and (vx) owners’ affidavits and indemnities in a copy of the forms attached minutes of a duly held meeting of the board of directors of Everest authorising the transfer of Everest A Shares to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Purchaser. (b) At The Olympus Sellers’ Representatives shall, and each Olympus Seller shall cause the ClosingOlympus Sellers’ Representatives to, AREH deliver or cause to be delivered to Purchaser (provided, that in the case of Section 2.7(b)(i) only, such delivery shall deliver to Buyer:be made by Olympus (and not the Olympus Sellers’ Representatives or any Olympus Seller)): (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers ortransfers in favor of Purchaser, if or such other Affiliate of Purchaser as Purchaser may designate by written notice to Olympus in accordance with Section 2.15 at least five Business Days prior to the AREH Subs Equity Interests are not certificatedClosing Date, one in respect of the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares, together with either the share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Shares) and the Acquired Olympus Z Shares or more instruments of assignment an indemnity, in a form approved by Buyer conveying such AREH Subs Equity Interests customary form, in relation to Buyerthe share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares; (ii) the resignations transfers in favor of the persons named on Schedule III(b) Purchaser, or such other Affiliate of Purchaser as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments Purchaser may designate by written notice to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer Olympus at least two (2) business days five Business Days prior to the Closing Date) , in an amount equal to respect of the ACE Closing PaymentDragged Olympus Shares duly executed in accordance with the power of attorney in Article 28 of the Olympus Articles of Association; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. The parties shall take the actions set forth in this Section 2.4 at the Closing. (a) At the Closing, the ACE Selling Parties shall The Buyer will deliver to Buyer: (i) to the certificatesEscrow Agent, if any$1,500,000 by wire transfer of immediately available federal funds to the account designated in the Escrow Agreement for purposes of satisfying amounts owed to the Buyer Indemnified Parties pursuant to Section 8.1 (the “Indemnity Escrow Account”), representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents Sellers, (A) the Cash Purchase Price, less the aggregate amount delivered to the Escrow Agent per clause (i) by wire transfer of ACE Lo immediately available federal funds to the accounts designated in writing to the Buyer not fewer than two Business Days prior to the scheduled Closing Date and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Note. (b) At The Buyer and the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, Sellers will execute one or more instruments bills of assignment sale, in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments reasonably acceptable to the organizational documents of the Companies and filings parties, with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities respect to all personal property included in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Acquired Assets. (c) At The Buyer and the Closing, Buyer shall deliver:Sellers will execute an Assignment of Trademarks in a form registrable or recordable in the United States Patent and Trademark Office or applicable foreign offices to the extent necessary to assign the trademarks included in the Acquired Assets in a form reasonably acceptable to the parties. (id) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account The parties shall execute such other instruments as shall be designated reasonably requested by the Buyer to vest in writing the Buyer title in and to the Acquired Assets, in accordance with the provisions hereof. (e) The Buyer and the Sellers will execute an instrument of assumption in a form reasonably acceptable to the parties with respect to the Assumed Liabilities. (f) The parties will deliver the various certificates, instruments and documents required of each of them under Sections 6 and 7. (g) The Sellers shall deliver to Buyer at least two a letter, in form and substance reasonably satisfactory to Buyer, signed by Ocean Associates in which Ocean Associates acknowledges and agrees that the Buyer and its Affiliates have and shall have no liability to Ocean Associates whatsoever with respect to any liability that any of the Sellers may have to Ocean Associates and that Ocean Associates has no rights whatsoever to any equipment or other asset included in the Acquired Assets. (2h) business days prior The Sellers shall deliver to the Closing Date) in an amount equal Buyer originals or copies of all books and records relating to the ACE Closing Payment; (ii) to AREHAcquired Assets. For the avoidance of doubt, immediately available funds by wire transfer to an account designated by AREH (which account such books and records shall be designated in writing to Buyer at least two (2) business days prior not include all corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax records of the Sellers, and such other books and records as pertain only to the Closing Date) in an amount equal to organization, existence, share capitalization or debt financing of the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofSellers.

Closing Deliveries. (a) At the Closing, Atlas shall deliver, cause to be delivered or pay the ACE Selling Parties shall deliver to Buyerfollowing, as applicable: (i) the certificates, if any, representing Merger Consideration as adjusted by the ACE Lo Equity Interests, either duly endorsed for Adjustment Amount (less the Escrowed Units and less the Allocated Administrative Portion) to the holders of the Titan Class A Units pursuant to Section 2.1; provided that any Cash Consideration to be paid to the holders of the Titan Class A Units pursuant to this Section 1.3(a)(i) shall be paid via wire transfer in immediately available funds to Buyer accounts designated by each such holder or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests Representative prior to BuyerClosing; (ii) the resignations or evidence Escrowed Units to the Escrow Agent pursuant to the Escrow Agreement and the Allocated Administrative Portion to Representative to be paid via wire transfer in immediately available funds to an account designated by Representative prior to Closing; (iii) the Escrow Agreement executed by Atlas and the Escrow Agent in the form of their removal from office Annex C-1 attached hereto (the “Escrow Agreement”); (iv) a certificate executed by an officer of the persons named on Schedule III(a) as directorsAtlas to Representative, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments to certifying that the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(aconditions set forth in Sections 7.3(a) and Section 10.2(b(b) hereofhave been satisfied; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities (A) a statement from Atlas’s transfer agent for the Atlas Common Units included in the forms attached Merger Consideration (less the Atlas Common Units that are included in the Escrowed Units) to the preliminary certification and report on title for each parcel holders of the ACE Real Properties set forth on Exhibit H-1 Titan Class A Units, evidencing a book entry position in the name of the holders of the Titan Class A Units for the Merger Consideration (less the Atlas Common Units that are included in the Escrowed Units, the Cash Consideration and the Atlas Preferred Units), free and clear of any Encumbrances, other than transfer restrictions under the Atlas Partnership Agreement and applicable federal and state securities laws and (B) a certificate or certificates representing the Atlas Preferred Units (less the Atlas Preferred Units that are included in the Escrowed Units) and meeting the requirements of the Atlas Partnership Agreement, free and clear of any Encumbrances, other than transfer restrictions under the Atlas Partnership Agreement and applicable federal and state securities laws; (vi) a legal opinion of Ledgewood to the holders of Titan Class A Units in the form of Annex C attached hereto, dated as of the Closing Date; (vii) the Registration Rights Agreement to Riverstone, executed by Atlas in the form of Annex D attached hereto (the “ACE Real Property Preliminary Certifications and ReportsRegistration Rights Agreement”); and (viii) the First Amendment to the Limited Partnership Agreement of Atlas to the holders of the Titan Class A Units executed by Atlas Resource Partners GP, LLC, in the form of Annex F attached hereto, which shall be modified to effect the changes described in Annex F attached hereto (the “First Amendment to Atlas LPA”). (b) At the Closing, AREH Titan shall deliver deliver, or cause to Buyerbe delivered, the following to Atlas: (i) a certificate executed by an executive officer of Titan certifying that the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment conditions set forth in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSections 7.2(a) and (b) have been satisfied; (ii) a certificate executed by an executive officer of Titan setting forth the resignations (i) the amount of all distributions to the persons named holders of Titan Class A Units made by Titan on Schedule III(b) as directors, officers or after the Effective Date and managers, as applicable, of the Companies effective as of prior to the Closing Date, together with any required amendments and (ii) the amount of all contributions to Titan made by or on behalf of its members on or after the Effective Date and prior to the organizational documents of the Companies and filings with Governmental Entities;Closing; and (iii) the certificates required certificate contemplated by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”6.7(b). (c) At the Closing, Buyer Representative shall deliver: (i) execute and deliver to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to Atlas and the Closing Date) in an amount equal to Escrow Agent the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofEscrow Agreement.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties First State Bank and FCG shall deliver to BuyerPurchaser: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied certificates signed by appropriate duly executed limited liability interest powers orofficers of each entity stating that (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, if and (B) all of the ACE Lo Equity Interests are not certificated, one conditions set forth in Section 7.02(b) have been satisfied or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerwaived as provided therein; (ii) the resignations or evidence certified copies of their removal from office currently effective resolutions of the persons named on Schedule III(a) as directorsBoards of Directors of each entity, officers approving the execution of this Agreement and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as the consummation of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiestransactions contemplated hereby; (iii) certificates of the certificates required by Section 10.2(a) and Section 10.2(b) hereofSecretary of State or comparable official of the state of incorporation of each entity, dated a recent date, stating that both of such entities are in good standing; (iv) affidavits executed by ACE Hi an Assignment and any Assumption of its required Affiliates that satisfy Leases in substantially the requirements of Section 1445 form set forth in Exhibit 1 to this Agreement, to which shall be attached an agreed list of the CodeAssumed Leases; (v) a Xxxx of Sale in substantially the form set forth in Exhibit 2(a) to this Agreement, transferring the Personal Property from First State Bank to First Banks, and a Xxxx of Sale in substantially the form set forth in Exhibit 2(b), transferring the assets described thereon from FCG to First Banks; (vi) such other bills of sale, assignments, and other instruments and documents as counsel for Purchaser may reasonably require as necessary or desirable for transferring, assigning and conveying to Purchaser good, marketable and insurable title to the Assets; (vii) a schedule of the Assumed Leases as of the close of business on the day preceding the Closing Date, setting forth such information as Purchaser shall reasonably request; (viii) original, negotiable promissory notes evidencing each of the Acquired Loans, duly endorsed by First State Bank to the order of Purchaser, without recourse, and such other documents evidencing the transfer of all of First State Bank's interest in the Acquired Loans, the security therefor and its other rights pertaining to the Acquired Loans as Purchaser shall have reasonably requested; (ix) such Records as are capable of being delivered to Purchaser (it being understood that after the Closing Date, First State Bank shall provide Purchaser with access to any Records which are not capable of being transferred to Purchaser at the Closing); and (vx) owners’ affidavits a legal opinion of counsel for First State Bank and indemnities FCG regarding First State Bank and FCG, this Agreement and the transactions contemplated hereby, in the forms attached form reasonably satisfactory to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)First Banks. (b) At the Closing, AREH Purchaser shall deliver to BuyerFirst State Bank: (i) a certificate signed by an appropriate officer of First Banks stating that (A) each of the certificatesrepresentations and warranties contained in Article IV is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, if any, representing and (B) all of the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment conditions set forth in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSections 7.01(b) and 7.01(d) have been satisfied; (ii) the resignations a certified copy of currently effective resolutions of the persons named on Schedule III(b) as directors, officers Board of Directors of Purchaser authorizing the execution of this Agreement and managers, as applicable, the consummation of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entitiestransactions contemplated hereby; (iii) payment to First State Bank of the certificates required by Section 10.2(a) and Section 10.2(b) hereofCash Purchase Price and, if applicable, the purchase price for Acquired Loans, in a form reasonably acceptable to First State Bank; (iv) affidavits executed by AREH an Assignment and any Assumption of its required Affiliates that satisfy Leases in substantially the requirements of Section 1445 of the Codeform set forth in Exhibit 1 to this Agreement; and (v) owner’s affidavits a legal opinion of counsel for First Banks, regarding First Banks, this Agreement and indemnities the transactions contemplated hereby, in the forms attached form reasonably satisfactory to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)First State Bank. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Closing ECS and the ClosingMembers will deliver, the ACE Selling Parties shall deliver or cause to Buyerbe delivered, to Parent: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerCertificates; (ii) the resignations or evidence Articles of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesMerger duly executed by ECS; (iii) written consents duly executed by all of the certificates required by Section 10.2(a) ECS Members, Force Capital as the manager of ECS, and Section 10.2(b) hereofthe manager and members of the Entity Members authorizing their execution and delivery of this Agreement and approval of the Contemplated Transactions; (iv) affidavits an external hard drive (which shall be permanent and accessible, without the need for any password, with readily and commercially available software) containing, in electronic format, all documents posted to the datasite maintained by Xxxxx and Roca LLP on behalf of ECS as of Closing (the “Data Room”); (v) a general release (a “General Release”) substantially in the form of Exhibit B duly executed by ACE Hi each Member in favor of the Companies and Parent; (vi) certificates of good standing of each Company and Entity Member in its jurisdiction of organization and with respect to each Company each of the foreign jurisdictions in which it is qualified; (vii) certified copies of the charter documents of each Company and Entity Member; (viii) certificates as to the incumbency of ECS’s and the Entity Members’ officers executing this Agreement and any of its required Affiliates that satisfy the requirements Company Agreements; (ix) the Letters of Section 1445 Transmittal; (x) the Xxxxxx Xxxxxxxx Marriage Certificate substantially in the form of Exhibit I duly executed by Xxxxxx Masloka and his wife and (xi) resignations of those directors and officers of the CodeCompanies (solely with respect to such offices and positions, and not with respect to employment) as requested by Parent. (b) At Closing Parent will deliver, or cause to be delivered: (i) the Per Unit Closing Date Merger Consideration to the Exchange Agent and the Option Consideration to the Option Holders; (ii) Articles of Merger duly executed by Merger Subsidiary; (iii) Reasonably satisfactory evidence of Parent’s due authorization of the Contemplated Transactions; (iv) written consent of the sole shareholder and board of directors of Merger Subsidiary and the sole member of Sister Subsidiary authorizing the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; and (v) owners’ affidavits a certificate of active status of each of Parent, Merger Subsidiary and indemnities in Sister Subsidiary from the forms attached to the preliminary certification and report on title for each parcel Secretary of State of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)State of Florida. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Prior to or at the Closing, the ACE Selling Parties Sellers (as applicable) shall deliver or cause to Buyerbe delivered to Purchaser: (i) stock certificate(s) representing all of the certificatesSubject Ferrous Shares, if any, representing the ACE Lo Equity Interests, either together with stock transfer powers duly endorsed for transfer to Buyer in blank or accompanied by other appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying transfer and such ACE Lo Equity Interests other approvals or instruments as may be required to Buyerenable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (ii) the resignations or evidence of their removal from office stock certificates representing all of the persons named Subject Harbinger Blocker Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as may be required to enable Purchaser to record the transfer of such shares to Purchaser on Schedule III(athe books of such entity or any applicable Governmental Authority; (iii) stock certificates representing all of the Blue Line Direct ACDL Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as directorsmay be required to enable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (iv) stock certificates representing all of the Blue Line Blocker Shares, officers together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and managers, such other approvals or instruments as may be required to enable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (v) if applicable, stock certificates representing all of ACE Lo the Subject Class VI ACDL Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and Brighton Park Maintenance Corp.such other approvals or instruments as may be required to enable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (vi) a written assignment by each Seller to Purchaser of any rights of such Seller under any and all subscription agreements, effective stock purchase agreements, stockholders agreements, investor rights agreement, registration rights agreement or similar agreement to the extent the same relate to the Subject Shares sold, assigned, transferred and conveyed to Purchaser pursuant to this Agreement; (vii) an officer’s certificate, dated as of the Closing Date, together with any required amendments duly executed by an authorized officer of each Seller (as to itself), relating to the organizational documents satisfaction of ACE Lo the Closing conditions set forth in Sections 11.2(a), (b) and Brighton Park Maintenance Corp. and filings with Governmental Entities(d); (iiiviii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closinga secretary’s certificate, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective dated as of the Closing Date, together with any required amendments duly executed by an authorized officer of each Seller, certifying: (A) the incumbent officers of such Seller; and (B) resolutions of the board of directors or similar governing body of such Seller approving the Transactions; (ix) three (3) counterpart signature pages to each Related Agreement not previously executed and delivered, duly executed and delivered by Sellers and/or their Affiliates, to the organizational documents extent such Person is a party thereto; and (x) a certificate (or certificates) in form and substance reasonably satisfactory to the Purchaser, in compliance with Treasury Regulations Section 1.1445-2(c)(3) (and including documentation of the Companies filing of any notice required under Treasury Regulations Section 1.897-2(h)(2)), certifying that the purchase of Blue Line Blocker Shares (and filings with Governmental Entitiesthe stock of each other U.S. corporation) contemplated by this Agreement is exempt from withholding under Section 1445 of the Code. (b) Prior to or at the Closing, Purchaser shall deliver or cause to be delivered to Sellers: (i) share certificate(s) representing the Purchaser Ordinary Shares being issued to each Seller as part of the consideration for the transfer to Purchaser of the Subject Shares, as more particularly set forth in Section 2.4, registered in the name of such Seller (collectively, the “Purchaser Ordinary Share Consideration”); (ii) share certificate(s) representing the Class A Preference Shares being issued to each Seller as part of the consideration for the transfer to Purchaser of the Subject Shares, as more particularly set forth in Section 2.4, registered in the name of such Seller (collectively, the “Purchaser Preference Share Consideration”); (iii) share certificate(s) representing in the certificates required by aggregate one hundred Class B Preference Shares as part of the consideration for the transfer to Purchaser of the Subject Shares, as more particularly set forth in Section 10.2(a) 2.4, registered as follows: 56 shares in the name of Harbinger Master; 30 shares in the name of Harbinger Special Situations; and Section 10.2(b) hereof14 shares in the name of Blue Line; (iv) affidavits an officer’s certificate, dated as of the Closing Date, duly executed by AREH and any an authorized officer of its required Affiliates that satisfy Purchaser, relating to the requirements of Section 1445 satisfaction of the CodeClosing conditions set forth in Sections 11.1(a), (b) and (d); (v) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of Purchaser, certifying: (A) the incumbent officers of Purchaser; and (B) resolutions of the board of directors or similar governing body of Purchaser approving the Transactions and the Preference Share Resolutions; and (vvi) owner’s affidavits three (3) counterpart signature pages to each Related Agreement not previously executed and indemnities in the forms attached to the preliminary certifications and reports on title for delivered, duly executed by each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)party thereto other than Sellers or its Affiliates. (c) At the Closing, Buyer Purchaser shall deliver: (i) pay or cause to ACE Hi, be paid the Transaction Expenses to the Persons entitled thereto at the Closing by wire transfer of immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days such Persons prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofClosing.

Closing Deliveries. (a) At the Closing, the ACE Sellers will, for themselves and as agents for the Selling Parties shall Affiliates (as applicable), deliver or cause to Buyer:be delivered to the Purchaser, for itself and as agent for the Designated Affiliates (as applicable): (i) Business Transfer Agreements, executed by the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerapplicable Asset Selling Affiliates; (ii) Share Transfer Documents, executed by the resignations or evidence of their removal from office applicable Share Selling Affiliates; (iii) certificates representing such of the persons named on Schedule III(aShares as are certificated (duly endorsed in blank or accompanied by stock powers duly executed in blank or other appropriate transfer forms in form reasonably satisfactory to the Purchaser for transfer) with all appropriate stock transfer tax stamps affixed, and such other deeds, documents and instruments as directorsare necessary or appropriate to effect the valid transfer of the remainder of the Shares executed by the applicable Share Selling Affiliates; (iv) assignment of all Purchased Intellectual Property in the form of Exhibit B (the “IP Assignment”) executed by the applicable Asset Selling Affiliate; (v) the Transition Services Agreement, executed by the Sellers; (vi) letters of resignation effective as of the Closing Date from the directors and officers (or their equivalent) of the Acquired Companies, executed by the relevant directors and managersofficers (or their equivalent) in a form reasonably satisfactory to the Purchaser; (vii) the minute books, as applicablestock ledger and seal (if any) of each of the Acquired Companies (which, at the election of ACE Lo and Brighton Park Maintenance Corp.the Sellers, effective will be delivered from representatives of the Sellers to representatives of the Purchaser locally in the jurisdiction of incorporation or formation of the applicable Acquired Company); (viii) a FIRPTA certificate with respect to CareFusion 209, Inc. in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that Viasys Holdings, Inc. is a U.S. person; (ix) a FIRPTA certificate in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that CareFusion 209, Inc. is a U.S. person; (x) a certificate, dated as of the Closing Date, together with any required amendments to executed by an officer of each of the organizational documents Sellers confirming the satisfaction of ACE Lo the conditions specified in Sections 6.1(a) and Brighton Park Maintenance Corp. and filings with Governmental Entities6.1(b); (iiixi) assignments of the certificates required Notes Receivable, executed by Section 10.2(a) the applicable debtor and Section 10.2(b) hereofin a form reasonably satisfactory to the Purchaser; (ivxii) affidavits a certificate, dated as of the Closing Date, executed on behalf of each of the Sellers by its secretary, an assistant secretary or an authorized officer, certifying (A) the Organizational Documents of each of the Acquired Companies; (B) resolutions of the board of directors, sole director or shareholders (or equivalent), as the case may be, of each of the Sellers and other Selling Affiliates to evidence: (i) the approval of the sale, assignment and transfer of the Purchased Assets and the Shares, and the transactions contemplated by this Agreement; and (ii) the authorization of the execution of and the performance by the relevant Seller Group member of its obligations under each of the documents to be executed by ACE Hi and it; (xiii) pay-off, lien release or similar letters from holders of Indebtedness of any Acquired Company or any other Selling Affiliates to the extent then encumbering any of its required Affiliates that satisfy the requirements of Section 1445 Purchased Assets (in each case, other than Closing Indebtedness (if any) of the CodeSelling Affiliates), in a form reasonably acceptable to the Purchaser; (xiv) the Sellers shall have executed and delivered to the Purchaser a release in form and substance reasonably satisfactory to the Purchaser that acknowledges that, as of the Closing Date, the Sellers and the Selling Affiliates have no claim of any nature against any of the Acquired Companies and that none of the Acquired Companies have any or owe any liability to the Sellers or the Selling Affiliates, in each case other than any Intercompany Accounts; and (vxv) owners’ affidavits such other instruments of sale, transfer, conveyance and indemnities in assignment as the forms attached to Purchaser reasonably requests for the preliminary certification and report on title for each parcel purpose of consummating the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)transactions contemplated by this Agreement. (b) At the Closing, AREH shall the Purchaser will, for itself and as agent for the Designated Affiliates (as applicable), deliver or cause to Buyer:be delivered to the Sellers, for themselves and as agents for the Selling Affiliates (as applicable): (i) the certificatesCash Purchase Price (A) plus or minus the Estimated Closing Net Working Capital Adjustment Amount as applicable, if anyand (B) minus the Estimated Closing Indebtedness, representing by wire transfer of immediately available funds in U.S. dollars to the AREH Subs Equity Interests, either duly endorsed for transfer account(s) specified by the Sellers no later than two Business Days prior to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerClosing Date; (ii) the resignations of Business Transfer Agreements, executed by the persons named on Schedule III(bPurchaser and/or the applicable Designated Affiliates; (iii) as directorsthe Share Transfer Documents, officers and managersif any, that call for a signature by the Purchaser and/or its Designated Affiliates, executed by the Purchaser and/or such Designated Affiliates, as applicable; (iv) the IP Assignment, executed by the Purchaser and/or such Designated Affiliates, as applicable; (v) the Transition Services Agreement, executed by the Purchaser; (vi) a release in the form of Exhibit C, executed by Purchaser on behalf of each of the Acquired Companies effective with respect to each of the resigning officers and directors (or their equivalent); (vii) a certificate, dated as of the Closing Date, together with any required amendments to the organizational documents executed on behalf of each of the Companies Purchaser by its secretary, an assistant secretary or an authorized officer, certifying resolutions of the board of directors, sole director or shareholders (or equivalent), as the case may be, of each of the Purchaser and filings with Governmental Entitiesits applicable Affiliates to evidence: (i) the approval of the purchase, assignment and transfer of the Purchased Assets and the Shares, and the transactions contemplated by this Agreement, and (ii) the authorization of the execution of and the performance by the relevant Purchaser and its Affiliates (as applicable) of its obligations under each of the documents to be executed by it; (iiiviii) a certificate, dated as of the certificates required Closing Date, executed by Section 10.2(aan officer of the Purchaser confirming the satisfaction of the conditions specified in Sections 6.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; 6.2(b), and (vix) owner’s affidavits such other instruments of sale, transfer, conveyance and indemnities in assignment as the forms attached to Sellers reasonably request for the preliminary certifications and reports on title for each parcel purpose of consummating the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Company Stockholders as the holders of all of the issued and outstanding shares of Company Common Stock and the holders of all certificates representing such shares, shall deliver to Buyer: such certificates or suitable affidavits (iincluding indemnity) the representing lost certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer in blank by the Company Stockholders, or accompanied by appropriate duly executed limited liability interest blank irrevocable stock powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Parent. (b) At the Closing, AREH the Company Warrantholders, as the holders of all of the issued and outstanding Company Warrants and as the holders of all outstanding certificates, instruments or documents representing such Company Warrants, shall surrender such instruments or documents to Parent duly marked "cancelled" or duly endorsed in blank by the Company Warrantholders, or accompanied by blank irrevocable assignments, upon the receipt of which by Parent such Warrants shall be cancelled, and Parent shall deliver to Buyer: (i) the certificates, if any, Company Warrantholders Debt Warrants representing the AREH Subs Equity Interests, either duly endorsed for transfer number of shares of Parent Common Stock calculated pursuant to Buyer or accompanied by appropriate Section 1.5 duly executed limited liability interest powers or, if by authorized officers of Parent and shall take such steps as shall be necessary to enter the AREH Subs Equity Interests are not certificated, one Company Warrantholders or more instruments their nominee(s) upon the books of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) Parent as the resignations holders of the persons named on Schedule III(b) as directors, officers and managers, as applicable, each party's respective number of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Debt Warrants. (c) At the Closing, Buyer the Company Debtholders, as the holders of all of the indebtedness of the Company set forth on Schedule III, shall deliver: negotiate and transfer to Parent all promissory notes, loan agreements, security agreements and related instruments and other documents evidencing or representing such indebtedness, including, without limitation, appropriate Uniform Commercial Code ("UCC") assignments of any security interests (the "Loan Agreements") to Parent and Parent shall deliver to (i) the Company Debtholders certificates representing the number of shares of Series A Preferred Stock, calculated pursuant to ACE HiSection 1.6(a), immediately available funds (ii) GDI, or its nominee, the GDI Warrant, and (iii) GLI, or its nominee, the GLI Warrant, all duly executed by wire transfer to an account designated by ACE Hi (which account authorized officers of Parent, and shall take such steps as shall be designated necessary to enter the Company Debtholders or their nominee(s) upon the books of Parent as the holders of each party's respective number of Series A Preferred Stock, GDI Warrants and GLI Warrants. (d) The Company Debtholders, Company Stockholders, Company Warrantholders, and Parent agree promptly to cure any deficiencies with respect to the endorsement or cancellation of the certificates, instruments or other documents of conveyance or cancellation with respect to such indebtedness, Company Common Stock and Company Warrants or with respect to the stock powers or assignments accompanying any Company Common Stock or Company Warrants, or with respect to the issuance of the Debt Warrants, GDI Warrants, GLI Warrants, or Series A Preferred Stock. (e) Neither the Surviving Corporation, Parent nor any other Person shall be liable to any former Company Stockholder or Company Warrantholder in writing respect of any amount or property delivered to Buyer at least two (2) business days a public official pursuant to any applicable abandoned property, escheat or similar law. If any certificates for the Company Common Stock or the Company Warrants have not been surrendered prior to the Closing Date) in an end of the applicable period after the Effective Time under escheat laws (remotely prior to such earlier date on which any amount equal or property would otherwise escheat to or become the property of any governmental entity), any such amount or property shall, to the ACE Closing Payment;extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto. (iif) If the issuance of any Debt Warrant is to AREHbe made to a person other than the person in whose name a surrendered certificate or instrument is registered, immediately available funds by wire transfer to an account designated by AREH (which account it shall be designated a condition to such issuance that the certificate or instrument so surrendered shall be properly endorsed and shall be otherwise in writing to Buyer at least two (2) business days prior proper form for transfer and that the person requesting such issuance shall have paid any transfer and other taxes required by reason of such issuance in a name other than that of the registered holder of the certificate or instruments surrendered or shall have established to the Closing Date) in an amount equal to satisfaction of the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofSurviving Corporation that such tax either has been paid or is not payable.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties shall Sellers will deliver or cause to Buyerbe delivered to the Purchasers: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly such executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo transfer or other evidence sufficient to transfer all of the Equity Interests to BuyerPurchasers (together, the “Equity Transfer Documents)”, including certificates representing the Shares and statutory share transfer forms (the “Share Transfer Forms”) in the form of Exhibit A executed by each Share Seller and all other documents necessary to register the Share Transfer Forms with the Mauritian Registrar General); (ii) with respect to the resignations or evidence Option Shares: (A) notices of their removal from office exercise of options, in a form reasonably acceptable to Share Purchaser, in which each Option Holder (i) exercises all of the persons named vested options in Class B Shares of the Company held by him or her upon Closing, (ii) authorizes the Share Purchaser to pay the aggregate exercise price payable in respect of the exercise of Options to the Company from the portion of the Initial Purchase Price payable to the Option Holder therefor, (iii) authorizes the sale of the Option Shares to the Share Purchaser and instructs the Seller Representative to carry out all necessary actions to effect such sale and purchase, and (iv) authorizes the Share Purchaser to pay the net consideration from the sale of Option Shares to [***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission. the Option Holders (having first deducted from the sale proceeds (1) the aggregate exercise price payable in respect of the exercise of the Options, plus (2) sufficient funds to satisfy any income tax liability and or any other tax or social security withholding required where appropriate and (3) the pro rata share of contributions to the Escrow Amount and the pro rata share of transaction fees and expenses associated with the exercise of the option and the sale of the Option Shares as set forth on Schedule III(aB); and (B) as directorsa Share Transfer Form, officers and managersexecuted by each Option Holder (all such documents, collectively, the “Option Share Transfer Documents”); (iii) a release in the form of Exhibit B executed by each Seller (collectively, the “Seller Releases”); (iv) an employment agreement, substantially in the respective forms agreed between the parties, as applicable, of ACE Lo executed by Agoda Thailand and Brighton Park Maintenance Corp.[***] (collectively, the “Employment Agreements”); (v) resignations effective as of the Closing Date of each director and officer of each Acquired Company as the Purchasers may have requested in writing prior to the Closing Date, together with any required amendments to exception of the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiespersons set forth on Schedule E; (iiivi) a certificate in the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any form of its required Affiliates that satisfy the requirements of Section 1445 Exhibit C of the Code; and secretary or assistant secretary (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managersequivalent officer, as applicable, ) of the Companies effective each Acquired Company dated as of the Closing DateDate and attaching with respect to each Acquired Company (A) the Acquired Company’s charter and all amendments thereto, together with any required amendments to certified by the organizational documents Secretary of State (or equivalent) of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 jurisdiction of the Code; and (v) ownerAcquired Company’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) organization not more than five business days prior to the Closing Date, (B) in an amount equal to the ACE Closing Payment; Acquired Company’s bylaws (iior equivalent) to AREHand all amendments thereto and (C) a certificate of good standing (or equivalent) of the Acquired Company certified by the Secretary of State (or equivalent) of the jurisdiction of the Acquired Company’s organization, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) where applicable, and issued not more than five business days prior to the Closing Date; (D) all resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of the Acquired Companies relating to this Agreement and the transactions contemplated by this Agreement; and (E) incumbency and signatures of the officers of the Company executing any agreement contemplated by this Agreement; (vii) a receipt for the Initial Purchase Price, less the Escrow Amount, in an amount equal a form reasonably satisfactory to the AREH Closing Payment; andPurchasers; (iiiviii) to each Selleran escrow agreement in the form of Exhibit D (the “Escrow Agreement”) executed by Sellers’ Representative and JPMorgan Chase Bank, N.A. (the certificates required by Section 10.3(a) and Section 10.3(b) hereof.“Escrow Agent”);

Closing Deliveries. At the Closing: (a) At Seller will deliver, or cause to be delivered, to Buyer the Closingfollowing documents executed by Seller as appropriate: (i) recordable special warranty deed (which in certain jurisdictions is also known as a bargain and sale deed with lien against grantor's acts) in form and substance acceptable to Buyer so as to convey insurable title to the Owned Real Property (other than .the Special Lease Properties) to Buyer free and clear of all Encumbrances except Permitted Encumbrances; (ii) assignments, bills of sale and other instruments (including certificates of title, as applicable) in form and substance acceptable to Buyer sufficient to transfer title to the ACE Selling other Acquired Assets, (other than the Real Property and the Contracts) free and clear of all Encumbrances; (iii) an assignment and assumption agreement in form and substance acceptable to the Parties with respect to the Contracts; (iv) Stock certificates, duly endorsed for transfer, for all of Seller's equity interest in CFI free and clear of all Encumbrances except as set forth in CFI's certificate of incorporation, by-laws, and shareholder's agreement (if any); provided, no such Encumbrances shall deliver in any manner restrict, invalidate or condition the transactions contemplated herein; (v) an assignment in form and substance acceptable to BuyerBuyer sufficient to transfer Seller's membership interest in Allied Seed free and clear of all Encumbrances except as set forth in Allied Seed's certificate of organization and operating agreement; provided, no such Encumbrances shall in any manner restrict, invalidate or condition the transactions contemplated herein; (vi) a secretary's certificate from Seller certifying Seller's certificate of incorporation, bylaws, copies of resolutions duly adopted by the board of directors of Seller approving the execution and delivery of this Agreement and the closing of the transactions contemplated hereunder and the incumbency of the officers of Seller executing any document to be delivered pursuant to this Agreement; (vii) search results of the state and public records of each county listed on Schedule 5.3(b) confirming the absence of any -------- ------ Encumbrance, judgment, pending litigation, tax liens and bankruptcy proceedings which affect or could affect Seller's ability to close the transactions contemplated hereunder or the Acquired Assets or the Business other than Permitted Encumbrances; (ix) lease agreements executed by Seller in the form attached hereto as Exhibit B relating to the Special Lease Properties; ------- - (x) an environmental escrow agreement executed by Seller in the form attached hereto as Exhibit C relating to the East Berlin Property; ------- - (xi) a closing certificate executed by Seller in substantially the form attached as Exhibit D; ---------- (xii) an opinion letter of Bond, Schoeneck & King, PLLC, counsel xx Xxxxxx, in the form attached as Exhibit E; ---------- (xiii) letters from the New Jersey Department of Environmental Protection confirming that the transfer of the Owned Real Property located in New Jersey. is not subject to ISRA or documentation that Seller is taking all necessary steps to comply with ISRA; (xiv) all other certificates, instruments and documents necessary or appropriate to consummate the transactions contemplated in this Agreement reasonably requested by Buyer or the Title Company; and (xv) five-year lease agreements executed by Seller and Buyer in the form attached as Exhibit I, under which Buyer shall lease to Seller a portion of the real property located in Newville, Pennsylvania and Knowlesville, New York. (b) Buyer will deliver, or cause to be delivered, to Seller: (i) the certificates, if any, representing Purchase Price payable in the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment manner described in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSection 3.2; (ii) a secretary's certificate from Buyer certifying Buyer's certificate of incorporation, bylaws, copies of resolutions duly adopted by the resignations or evidence board of their removal from office directors of Buyer approving the execution and delivery of this Agreement and the closing of the persons named on Schedule III(a) as directors, officers transactions contemplated hereunder and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as the incumbency of the Closing Date, together with officers of Buyer executing any required amendments document to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesbe delivered pursuant to this Agreement; (iii) the certificates required by Section 10.2(a) assignment and Section 10.2(b) hereofassumption agreement with respect to the Contracts; (iv) affidavits a license agreement executed by ACE Hi Buyer in the form attached hereto as Exhibit A; --------- (v) lease agreements executed by Buyer in the form attached hereto as Exhibit B relating to the Special Lease Properties; --------- (vi) an environmental escrow agreement executed by Buyer in the form attached hereto as Exhibit C relating to the East Berlin --------- Property; (vii) a Closing Certificate executed by Buyer in substantially the form attached as Exhibit F; --------- (viii) opinion letter of Wildman, Harrold, Allen & Dixon, counsel to Xxxxr, xx xxe form attached as Exhibit G; --------- (ix) all other certificates, instruments and any of its required Affiliates that satisfy documents necessary or appropriate to consummate the requirements of Section 1445 of transactions contemplated in this Agreement or reasonably requested by Seller or the CodeTitle Company; and (vx) owners’ affidavits five-year lease agreements executed by Seller and indemnities Buyer in the forms form attached as Exhibit I. under which Buyer shall lease --------- to the preliminary certification and report on title for each parcel Seller a portion of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications real property located in Newville, Pennsylvania and Reports”)Knowlesville, New York. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Essex Parties, as applicable, shall deliver to Buyer:the JV Holding Company or Nexans, as applicable, (i) a certificate executed by a duly authorized officer of Essex as to compliance with the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment conditions set forth in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSections 5.3.1 and 5.3.2 hereof; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments Ancillary Documents to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitieswhich it is contemplated that an Essex Party will be a party; (iii) a written instrument signed by Essex Netherlands, Participations and the certificates required by Section 10.2(a) JV Holding Company to the effect that the JV Holding Company has received and Section 10.2(b) hereofacknowledges having notice of the provisions of the Shareholders Agreement, that transfers of shares of the JV Holding Company made in accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them), and that capital increases effected in accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them); (iv) affidavits executed by ACE Hi stock transfer forms and any of its required Affiliates that satisfy other conveyance documents necessary to transfer the requirements of Section 1445 of Essex UK Shares to the CodeJV Holding Company; and (v) owners’ affidavits and indemnities in all other documents required to be entered into by an Essex Party pursuant hereto or reasonably requested by Nexans to consummate the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)transactions contemplated hereby. (b) At the Closing, AREH the Nexans Parties, as applicable, shall deliver to Buyer:the JV Holding Company or Essex, as applicable, (i) a certificate executed by a duly authorized officer of Nexans as to compliance with the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment conditions set forth in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSections 5.2.1 and 5.2.2 hereof; (ii) such deeds, instruments of assignment, certificates of title and other conveyance documents as are reasonably requested by Essex in order to effectuate the resignations conveyance, transfer and assignment to (A) German Newco of the persons named real property described on Schedule III(bExhibit 2.2.7; and (B) as directors, officers and managers, as applicable, the JV Holding Company of the Companies effective as of Nexans Registered Intellectual Property included in the Closing Date, together with any Nexans Owned Intellectual Property required amendments to the organizational documents of the Companies and filings with Governmental Entities;be transferred pursuant to Section 2.2.7. (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereofAncillary Documents to which it is contemplated that a Nexans Party will be a party; (iv) affidavits executed a written instrument signed by AREH Essex Netherlands, Participations and any of its required Affiliates the JV Holding Company to the effect that satisfy the requirements of Section 1445 JV Holding Company has received and acknowledges having notice of the Codeprovisions of the Shareholders Agreement, that transfers of shares of the JV Holding Company made in accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them), and that capital increases effected in accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them); and (v) owner’s affidavits and indemnities in all other documents required to be entered into by a Nexans Party pursuant hereto or reasonably requested by Essex to consummate the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer the parties shall delivercause the JV Holding Company and its Subsidiaries to deliver to the applicable Essex Entities or Nexans Entities the following: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing PaymentSubordinated Note; (ii) the Cash Consideration; (iii) the Ancillary Documents to AREHwhich it is contemplated that it will be a party; (iv) the Credit Facility; (v) a written instrument signed by Essex Netherlands, immediately available funds by wire transfer Participations and the JV Holding Company to an account designated by AREH the effect that the JV Holding Company has received and acknowledges having notice of the provisions of the Shareholders Agreement, that transfers of shares of the JV Holding Company made in accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which account shall consent may not be designated revoked without the approval of both of them), and that capital increases effected in writing accordance with the Shareholders Agreement have received the consent of Essex Netherlands and Participations (which consent may not be revoked without the approval of both of them); (vi) stock transfer forms and other conveyance documents necessary to Buyer at least two (2) business days prior transfer the Hi-Wire Shares, the Flytex Shares, the Nexans Portugal Shares and the German Newco Shares to the Closing Date) in an amount equal to the AREH Closing PaymentJV Holding Company; and (iiivii) all other documents required to each Seller, be entered into by the certificates required JV Holding Company pursuant hereto or reasonably requested by Section 10.3(a) and Section 10.3(b) hereofEssex or Nexans to consummate the transactions contemplated hereby.

Closing Deliveries. (a) At On the ClosingClosing Date, the ACE Selling Parties Target shall deliver the following items, all of which shall be in a form and substance reasonably acceptable to BuyerAcquiror: (i) A certificate executed on behalf of Target by its Chief Executive Officer certifying to the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment matters in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSection 4.1(b); (ii) Certificates from the resignations or evidence Secretary of their removal from office State of the persons named State of Delaware as to Target’s good standing; (iii) A certified copy from the Secretary of State of the State of Delaware of the current Certificate of Incorporation of Target; (iv) A certificate executed on Schedule III(abehalf of Target by its Secretary certifying its bylaws and board resolutions approving and authorizing the transactions contemplated herein; (v) Such other documents as directorsAcquiror’s counsel shall have reasonably requested, in form and substance reasonably satisfactory to such counsel; (vi) The written consents of all third parties required to complete the Merger; (vii) The stock books and records and corporate minute books of Target; (viii) The signed resignations of all directors and all officers of Target dated and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iiiix) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 Each of the Codeemployees of Target who accepts employment with Acquiror shall have executed and delivered to Acquiror an Employee Innovations and Proprietary Rights Assignment Agreement in substantially the form attached hereto as Exhibit B; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At On the ClosingClosing Date, AREH Acquiror and Merger Sub shall deliver the following items, as the case may be, all of which shall be in a form and substance reasonably acceptable to BuyerTarget: (i) Acquiror shall deliver to the certificates, if any, representing Escrow Agent the AREH Subs Equity Interests, either duly endorsed for transfer shares to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if be deposited in the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;Escrow Fund (as defined below); and (ii) the resignations Offers of employment to each of the persons named employees listed on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”1.7(b). (c) At On the ClosingClosing Date, Buyer the Parties shall deliverdeliver the following items to the other Parties as follows, all of which shall be in a form and substance reasonably acceptable to the receiving Party: (i) to ACE Hi, immediately available funds by wire transfer to Each of the Key Employees and the Acquiror shall have executed and delivered an account designated by ACE Hi (which account shall be designated Executive Employment Agreement in writing to Buyer at least two (2) business days prior to substantially the Closing Date) in an amount equal to the ACE Closing Paymentform attached hereto as Exhibit C; (ii) to AREHAcquiror and Vivato Networks Holdings, immediately available funds by wire transfer to an account designated by AREH Inc. shall have executed a License Agreement in substantially the form attached hereto as Exhibit D (which account the “License Agreement”); (iii) Target, Predecessor and Acquiror shall be designated have executed and delivered the Management Agreement in writing to Buyer at least two substantially the form attached hereto as Exhibit E (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment“Management Agreement”); and (iiiiv) to each SellerTarget, Acquiror and the certificates required by Section 10.3(a) Escrow Agent shall have executed and Section 10.3(b) hereofdelivered the Escrow Agreement in substantially the form attached hereto as Exhibit F (the “Escrow Agreement”).

Closing Deliveries. Lender shall have received on or before the closing date, in form and substance satisfactory to Lender, all documents, instruments and information and all other agreements, notes, certificates, orders, authorizations, financing statements, mortgages and other documents which Lender may at any time request, including, without limitation, the following: (1) this duly executed Agreement (including Conditions Rider, Reporting Addendum and all Schedules); (2) duly executed UCC-l Financing Statements listing Borrower as debtor and Lender as secured party to be filed in all appropriate jurisdictions; (3) receipt of clear UCC, tax lien and pending suit and judgment searches in all requisite jurisdictions for Borrower (under both its current name of HMI Industries, Inc. and its former name of Health-Mor, Inc.) or appropriate termination statements and/or releases for Borrower and all Subsidiaries; (4) evidence of Borrower's property/liability insurance and Lender's loss payable endorsements; (5) a duly executed Mortgage; (6) a duly executed Lockbox/Blocked Account Agreement with Star Bank; (7) evidence that the Borrower is a corporation in good standing with the State of Delaware; (8) evidence that, on or before the closing date, (a) At Borrower has consummated all the Closing, transactions contemplated by the ACE Selling Parties shall deliver to Buyer: Bliss Acquisition; (ib) the certificatesBliss Acquisition net proceeds of at least $30 million have been advanced to Borrower; and (c) all indebtedness and obligations of Borrower to Star Bank, if anyunder the Australian Line of Credit, representing under the ACE Lo Equity InterestsNetherlands Line of Credit and under the 7 year private placement term notes, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if shall have been paid in full with the ACE Lo Equity Interests are not certificated, one or more instruments proceeds of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerthe Bliss Acquisition and all liens associated therewith terminated; (ii9) the resignations or evidence receipt of their removal from office of the persons named on Schedule III(a) as directorsa business plan, officers including, without limitation, financial projections and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments a takeover audit acceptable to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesLender; (iii10) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orAssignment for Security of Patent, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerTrademark and Copyrights; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Administrative Agent shall have received each ------------------ of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank in the amount of such Bank's Commitment, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesa Restricted Subsidiary Guarantee duly executed by SWAT; (iii) a Restricted Subsidiary Pledge Agreement duly executed by Borrower together with (A) certificates evidencing one hundred percent of the issued and outstanding capital stock of SWAT of every class (all certificates required delivered pursuant to this Section 6.1(a)(iii) shall ------------------- be duly endorsed or accompanied by Section 10.2(aduly executed blank stock powers), and (B) and Section 10.2(b) hereofsuch financing statements executed by Borrower as Administrative Agent shall request to perfect the Liens granted pursuant to such Pledge Agreement; (iv) affidavits a Certificate of Ownership Interests substantially in the form of Exhibit H, duly executed and delivered by ACE Hi and any an Authorized Officer of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and--------- Borrower; (v) owners’ affidavits an opinion of Xxxxx Xxxxxx, Vice President and indemnities in the forms attached Corporate Counsel for Borrower, favorably opining as to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer such matters as Administrative Agent or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerRequired Banks may request; (iivi) the resignations an opinion of the persons named on Schedule III(b) as directorsGardere & Xxxxx, officers L.L.P., special counsel to Administrative Agent, in form and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments substance satisfactory to the organizational documents of the Companies and filings with Governmental EntitiesAdministrative Agent; (iiivii) a Certificate executed by an Authorized Officer of Borrower stating that (A) the certificates required by Section 10.2(arepresentations and warranties of Borrower contained in this Agreement and the other Loan Papers are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and Section 10.2(b(C) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties all conditions set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications in this Section 6.1 and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.Section

Closing Deliveries. At the Closing: (a) At the Closing, the ACE Selling Parties Trango shall deliver or cause to Buyerbe delivered to Purchaser: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers ortransfers in favor of Purchaser, if or such other Affiliate of Purchaser as Purchaser may designate by written notice to Everest in accordance with Section 2.15 at least five Business Days prior to the ACE Lo Equity Interests are not certificatedClosing Date, one in respect of the Acquired Everest Shares together with either the share certificates for the Acquired Everest Shares or more instruments of assignment an indemnity in a form approved to be agreed by Buyer conveying such ACE Lo Equity Interests Trango and Purchaser in relation to Buyerthe share certificates for the Acquired Everest Shares; (ii) the resignations or evidence of their removal from office certificates required to be delivered pursuant to Section 8.2(g)(i) and Section 8.2(g)(iii); (iii) a counterpart signature page to the Transition Services Agreement, duly executed by Trango; (iv) a counterpart signature page to the Colocation Services Agreement Amendment, duly executed by Trango; (v) a counterpart signature page to each of the persons named on Schedule III(aColocation Services Order Amendments, duly executed by Trango; (vi) a counterpart signature page to the Investor Rights Agreement, duly executed by Trango, Trango Holdco and Xxxxxxx Xxxxx; (vii) a counterpart signature page to the Everest Escrow Agreement, duly executed by Trango; (viii) resignations, substantially in the form attached hereto as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp.Exhibit J, effective as of the Closing Date, of the directors of each of Everest and its Subsidiaries, in each case, requested by Purchaser at least five Business Days in advance of the Closing; (ix) copies of notices from Everest to the Everest Redeemed Holders informing them of the Everest Redemption; and (x) a copy of the minutes of a duly held meeting of the board of directors of Everest authorising the transfer of Everest A Shares to the Purchaser. (b) The Olympus Sellers’ Representatives shall, and each Olympus Seller shall cause the Olympus Sellers Representatives to, deliver or cause to be delivered to Purchaser (provided, that in the case of Section 2.7(b)(i) only, such delivery shall be made by Olympus (and not the Olympus Sellers’ Representatives or any Olympus Seller)): (i) duly executed transfers in favor of Purchaser, or such other Affiliate of Purchaser as Purchaser may designate by written notice to Olympus in accordance with Section 2.15 at least five Business Days prior to the Closing Date, in respect of the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares, together with any required amendments either the share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Shares) and the Acquired Olympus Z Shares or an indemnity, in customary form, in relation to the organizational documents share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares; (ii) transfers in favor of ACE Lo and Brighton Park Maintenance Corp. and filings Purchaser, or such other Affiliate of Purchaser as Purchaser may designate by written notice to Olympus at least five Business Days prior to the Closing Date, in respect of the Dragged Olympus Shares duly executed in accordance with Governmental Entitiesthe power of attorney in Article 28 of the Olympus Articles of Association; (iii) duly executed powers of attorney in a form to be agreed by Olympus and Purchaser granted by each Olympus Seller in favor of Purchaser in respect of the certificates required voting rights in the Acquired Olympus Shares held by Section 10.2(a) the Olympus Sellers and Section 10.2(b) hereofthe Acquired Olympus Z Shares held by Olympus in its capacity as trustee of the DESOP Trust; (iv) affidavits executed by ACE Hi the certificates required to be delivered pursuant to Section 8.2(g)(ii) and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and8.2(g)(iv); (v) owners’ affidavits and indemnities resignations, substantially in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 form attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closingas Exhibit J, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments of the directors of each of Olympus and its Subsidiaries, in each case, requested by Purchaser at least five Business Days in advance of the Closing; (vi) a counterpart signature page to the organizational documents Olympus Escrow Agreement, duly executed by the Olympus Sellers’ Representatives; (vii) where applicable, a copy of a letter from each Olympus Seller to Olympus informing Olympus that it has ceased to be a Registrable RLE/PSC on the Closing Date; (viii) a copy of a resolution of the Companies board of directors of Olympus, dated prior to the date of this Agreement, approving the terms of this Agreement in so far as they relate to Olympus, including consummation of the sale of the Acquired Olympus Shares; and (ix) as evidence of the authority of each person executing a document referred to in this Section 2.7(b) on behalf of an Olympus Seller or the Olympus Sellers’ Representative, a copy of any power of attorney conferring the authority, substantially in the form set out in Exhibit K. (c) Purchaser shall: (i) (A) pay to Trango, in cash by wire transfer of immediately available funds, Trango’s portion of the Closing Cash Consideration, (B) pay to Trango Holdco, in cash by wire transfer of immediately available funds, Trango Holdco’s portion of the Closing Cash Consideration and filings (C) deposit (1) with Governmental Entitiesthe Exchange Agent, pursuant to Section 2.8(a), the Non-Trango Equityholders’ aggregate portion of the Closing Cash Consideration (except for that portion of the Closing Cash Consideration attributable to the Dragged Olympus Equityholders) (for onward distribution by the Exchange Agent as applicable to the Non-Trango Equityholders) and (2) into such bank account of Olympus as Olympus notifies in writing to Purchaser no later than five Business Days prior to Closing, the Dragged Olympus Equityholders’ aggregate proportion of the Closing Cash Consideration (for onward distribution by Olympus, acting as trustee for the Dragged Olympus Equityholders in accordance with Article 28 of the Olympus Articles of Association, as applicable to the Dragged Olympus Equityholders), in the case of each of clauses (A), (B) and (C), as set forth in the Everest Funds Flow or Olympus Funds Flow, as applicable; (ii) (A) deliver to a book entry account in the name of a broker-dealer designated by Trango, to hold on Trango’s behalf, Trango’s portion of the Closing Share Consideration, in book-entry form (along with evidence in the books and records maintained by the transfer agent for the Purchaser Common Stock reflecting the ownership of such shares of Purchaser Common Stock), (B) deliver to a book entry account in the name of a broker-dealer designated by Trango Holdco, to hold on Trango Holdco’s behalf, Trango Holdco’s portion of the Closing Share Consideration, in book-entry form (along with evidence in the books and records maintained by the transfer agent for the Purchaser Common Stock reflecting the ownership of such shares of Purchaser Common Stock) and (C) deposit with the Exchange Agent, pursuant to Section 2.8(a), evidence of book-entry shares constituting the Eligible Non-Trango Equityholders’ aggregate portion of the Closing Share Consideration (for onward distribution in book-entry form by the Exchange Agent as applicable to the Eligible Non-Trango Equityholders), in each case as set forth in the Everest Funds Flow or Olympus Funds Flow, as applicable; (iii) in accordance with Section 2.3(f), pay to Everest, in order for Everest and its Subsidiaries to pay to each Everest Redeemed Holder and Everest Seller, the certificates required by amount set forth opposite such holder’s name on the Everest Awards Statement, subject to the provisions of Section 10.2(a2.3(f) and Section 10.2(b) hereofof the Disclosure Schedule; (iv) affidavits executed by AREH in accordance with Section 2.3(g), pay to Olympus, in order for Olympus and any of its required Affiliates that satisfy Subsidiaries to pay to each Olympus Redeemed Holder, the requirements of Section 1445 of Olympus Redemption Closing Amount set forth opposite such holder’s name on the Code; andOlympus Awards Statement; (v) owner’s affidavits pay on behalf of Everest and indemnities its Subsidiaries, in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds cash by wire transfer of immediately available funds, the Estimated Unpaid Everest Expenses (other than any such amounts paid in accordance with Section 2.7(c)(iii)) in accordance with the invoices, written instructions or other documents evidencing such amounts delivered to an account designated by ACE Hi (which account shall be designated in writing to Buyer Purchaser at least two (2) business days three Business Days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (iivi) to AREHpay on behalf of Olympus and its Subsidiaries, immediately available funds in cash by wire transfer of immediately available funds, the Estimated Unpaid Olympus Expenses (other than any such amounts paid in accordance with Section 2.7(c)(iv)) in accordance with the invoices, written instructions or other documents evidencing such amounts delivered to an account designated by AREH (which account shall be designated in writing to Buyer Purchaser at least two (2) business days three Business Days prior to the Closing Date; (vii) in an amount equal deliver to the AREH Closing PaymentEscrow Agent (A) the Everest Retained Cash Amount in immediately available funds and the Everest Retained Shares in book-entry form (such delivery to be in satisfaction of Purchaser’s obligation pursuant to Section 2.5(a)) and (B) the deferred consideration comprising the Olympus Deferred Cash Amount in immediately available funds and the Olympus Deferred Shares in book-entry form (such delivery to be in satisfaction of Purchaser’s obligation pursuant to Section 2.5(b)); (viii) pay to the Olympus Sellers’ Representatives, in cash by wire transfer of immediately available funds, the Olympus Seller Expense Amount into an account designated by the Olympus Sellers’ Representatives, for purposes of satisfying costs, expenses and/or liabilities incurred on behalf of the Olympus Sellers and otherwise in accordance with this Agreement (such payment to be in satisfaction of Purchaser’s obligation pursuant to Section 11.16(g)); (ix) deliver to Olympus in its capacity as trustee of the DESOP Trust an undertaking to pay £1 to Olympus in full satisfaction of its obligation to pay the Z Share Consideration; (x) deliver to Trango and the Olympus Sellers’ Representatives the certificate required to be delivered pursuant to Section 8.3(d); (xi) deliver to Trango a counterpart signature page to the Transition Services Agreement, duly executed by Purchaser; (xii) deliver to Trango a counterpart signature page to the Investor Rights Agreement, duly executed by Purchaser; (xiii) deliver to Trango a counterpart signature page to the Everest Escrow Agreement, duly executed by Purchaser and the Escrow Agent; (xiv) deliver to Olympus Sellers’ Representatives a counterpart signature page to the Olympus Escrow Agreement, duly executed by Purchaser and the Escrow Agent; and (iiixv) deliver to each SellerTrango and the Olympus Sellers’ Representatives a copy of the R&W Insurance Policy, duly executed by (A) Purchaser or an Affiliate of Purchaser and (B) the certificates insurer thereunder, along with evidence that the applicable premium and all other amounts required by Section 10.3(a) under the R&W Insurance Policy to be paid on or prior to the Closing have been paid and Section 10.3(b) hereofall conditions thereunder have been satisfied.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to Buyerthe Purchaser: (i) the certificatesAcquisition Assets; (ii) such bills of sale and other instruments of sale, if anytransfer, representing conveyance, assignment and delivery covering the ACE Lo Acquisition Assets or any part thereof, executed by the Seller or other appropriate parties, as the Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to the Purchaser of the Acquisition Assets free and clear of any Encumbrances and rights and claims of third parties including, but not limited to, the following: (1) a bxxx of sale, general assignment and conveyance by the Seller transferring to the Purchaser good and marketable title to all of the Acquisition Assets in a form satisfactory to the Purchaser; (2) all documents, agreements and instruments necessary to effectuate the assignment of Equity Interests, either in form and substance satisfactory to the Purchaser (the “Equity Assignment Documents”); (3) all documents in a form satisfactory to the Purchaser required for the assignment of the Seller’s rights under all registrations, Assigned Permits and licenses (to the extent permitted by law), equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and of the Seller’s rights under all other Assigned Contracts; (4) originals of all of the Assigned Leases, Assigned Contracts, and Assigned Permits; and (5) such other instruments of transfer and assignment in respect of the Acquisition Assets as the Purchaser shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. (iii) all waivers, consents, orders, permit transfers and approvals required in connection with (i) the execution, delivery and performance of this Agreement and (ii) the assignment and transfer of the Acquisition Assets, including the Assigned Contracts, the Assigned Leases and the Assigned Permits, financial assurances and any other rights and benefits in connection with the Transactions, or necessary for the consummation of the Transactions, and all other agreements necessary for the Purchaser to conduct the Business as it is currently being conducted by the Seller, including without limitation those consents listed on Schedule 5.3 hereto in form satisfactory to the Purchaser; (iv) documentary evidence that all Encumbrances on the Acquisition Assets have been released; (v) evidence of termination of (1) that certain Employment Agreement, dated April 26, 2005, between Hxxxxxxx Technical and Cxxx Xxxxxxxx and (2) that certain Employment Agreement, dated November 1, 2007, between Hxxxxxxx Technical and Dxxxxx Xxxx; (vi) Releases by and between (1) the Purchaser and the Acquired Entities on the one hand, and each of Dxxxxx Xxxx, Dxxxxx Xxxx XX, the Dror Family Trust, Dxxxxx Xxxx XX 1976 Trust, Dxxxxx Xxxx XX Trust of 1998, Cxxx Xxxxxxxx, Rxxx Xxxxxxxxxx, Sxxxxx Xxxxxxxxx, Jxxx Xxxxx III, Cxxxxxx Xxxxxx, American International Industries, Inc., Vision Capital Advisors, LLC and Vision Opportunity Master Fund, Ltd., on the other hand, and (2) Cxxx Xxxxxxxx, Rxxx Xxxxxxxxxx, and Jxxx Xxxxx III on the one hand, and each of Dxxxxx Xxxx, Dxxxxx Xxxx XX, the Dror Family Trust, Dxxxxx Xxxx XX 1976 Trust, Dxxxxx Xxxx XX Trust of 1998, Sxxxxx Xxxxxxxxx, Cxxxxxx Xxxxxx, American International Industries, Inc., Vision Capital Advisors, LLC and Vision Opportunity Master Fund, Ltd., on the other hand, each in the forms attached as Exhibit B hereto. (vii) Landlord Estoppel Certificate for the Lease Agreement between Hxxxxxxx Technical and Kxxxxxx X. Xxxxxxxxxxx and Dxxxxxx X. Xxxxxxxxxxx; (viii) all the Assigned Books and Records and other data relating to the Acquisition Assets and the Business; (ix) certificates representing the capital stock of each of the Acquired Entities, duly endorsed for transfer to Buyer the Purchaser or accompanied by appropriate duly executed limited liability interest powers orassignment documents, if which shall transfer to the ACE Lo Equity Interests are not certificatedPurchaser good and valid title to the capital stock, one or more instruments free and clear of all Encumbrances; (x) an assignment and assumption of the Leased Premises, executed by Seller and any other appropriate parties, as the Purchaser may reasonably require to assure the full and effective assignment to the Purchaser of the Leased Premises free and clear of all Encumbrances; (xi) a certificate from an officer of the Seller, in a form approved by Buyer conveying such ACE Lo Equity Interests mutually acceptable to Buyer; the Parties hereto, certifying (i) the bylaws of the Seller, (ii) the resignations or evidence of their removal from office resolutions of the persons named on Schedule III(adirectors and stockholders of the Seller authorizing and approving the execution and delivery of this Agreement, including the exhibits and schedules hereto, and the consummation of the Transactions and (iii) as directors, the incumbency and signatures of the officers and managers, of the Seller executing the applicable transaction documents; (xii) certified copy of the Articles of Incorporation/Certificate of Formation (as applicable) and Certificates of Existence/Good Standing issued by the state of or organization for each of the Seller and the Acquired Entities, of ACE Lo and Brighton Park Maintenance Corp., effective as of dated no more than five (5) days prior to the Closing Date, together with any required amendments to reflecting that the organizational documents Seller and the Acquired Entities are duly organized, validly existing and in good standing; (xiii) the resignations of ACE Lo all of the officers and Brighton Park Maintenance Corp. and filings with Governmental directors of the Acquired Entities; (iiixiv) the certificates such other separate instruments of sale, assignment or transfer reasonably required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the CodePurchaser; and (vxv) owners’ affidavits such other documents, certificates and indemnities in instruments reasonably necessary to consummate the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Transactions. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer Purchaser shall deliver: (i) to ACE Hithe parties listed on Schedule 2.3, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated the Purchase Price set forth in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing PaymentSection 2.3; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, such other documents, certificates and instruments reasonably necessary to consummate the certificates required by Section 10.3(a) and Section 10.3(b) hereofTransactions.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to Buyer: (i) Certificate or Certificates signed by an appropriate officer of Seller stating that (A) each of the certificatesrepresentations and warranties contained in Article Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, if anyand (B) all of the conditions set forth in Sections 7.02(b) and 7.02(d), representing insofar as Section 7.02(d) pertains to approvals required to be obtained by Seller, have been satisfied or waived as provided therein; (ii) evidence of payment to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, of the ACE Lo Equity InterestsEstimated Purchase Price; (iii) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 1 hereto; (iv) an executed Assignment and Assumption of Contracts Agreement in substantially the form set forth in Exhibit 2 hereto; (v) an executed Xxxx of Sale in substantially the form set forth in Exhibit 3 hereto; (vi) executed special warranty deeds (subject to Permitted Exceptions, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers oras such term is defined in Section 11.15 hereof), if conveying the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests Real Property to Buyer; (iivii) an executed Assignment, Transfer and Appointment of Successor Trustee for XXX Accounts in substantially the resignations form set forth in Exhibit 4 ; (viii) an executed Limited Power of Attorney in substantially the form set forth in Exhibit 5 ; (ix) such other bills of sale, assignments, and other instruments and documents as counsel for Buyer may reasonably require as necessary or evidence of their removal from office desirable for transferring, assigning and conveying to Buyer good, marketable and insurable title to the Assets; (x) listings of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective Deposit Liabilities as of the Closing DateDate (the "Deposit Listings") on magnetic tape or utilizing such other method of information transfer as the parties may mutually agree, together with any required amendments to which Deposit Listings shall include, for each account, the organizational documents of ACE Lo account number, outstanding principal balance, and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeaccrued interest; and (vxi) owners’ affidavits and indemnities in such Records as are capable of being delivered to Buyer, which Records (other than the forms attached current promissory notes related to the preliminary certification Loans, which shall be originals) may, at Seller’s option, be delivered by delivery of imaged, photocopies or other non-original and report on title for each parcel non-paper media in lieu of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)original copies. (b) At the Closing, AREH Buyer shall deliver to BuyerSeller: (i) a Certificate or Certificates signed by an appropriate officer of Buyer stating that (A) each of the certificatesrepresentations and warranties contained in Article Four is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, if anyand (B) all of the conditions set forth in Sections 7.01(b) and 7.01(d), representing the AREH Subs Equity Interestsinsofar as Section 7.01(d) pertains to approvals required to be obtained by Buyer, either duly endorsed for transfer to Buyer have been satisfied or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerwaived as provided therein; (ii) the resignations a certified copy of the persons named on Schedule III(b) as directors, officers and managers, as applicable, resolutions of the Companies effective as Board of Directors of Buyer authorizing the execution of this Agreement and the consummation of the Closing Date, together with any required amendments to the organizational documents of the Companies purchase and filings with Governmental Entitiesassumption transaction contemplated hereby; (iii) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the certificates required by Section 10.2(a) and Section 10.2(b) hereofform set forth in Exhibit 1 hereto; (iv) affidavits an executed by AREH Assignment and any Assumption of its required Affiliates that satisfy Contracts Agreement in substantially the requirements form set forth in Exhibit 2 hereto; (v) an executed Assignment, Transfer and Appointment of Section 1445 of Successor Trustee for XXX Accounts in substantially the Codeform set forth in Exhibit 4 hereto; and (vvi) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title an executed Receipt for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Personal Property. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver or cause to Buyerbe delivered to Purchaser all of the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate a duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerand completed IRS Form W-9 from Seller; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments certificate referred to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesin Section 4.2(f); (iii) an original, fully executed and notarized statutory warranty deed conveying the certificates required by Section 10.2(a) and Section 10.2(b) hereofFacility, subject to the Permitted Encumbrances, in substantially the form of Exhibit K (the “Statutory Warranty Deed”); (iv) affidavits executed such documents as are reasonably required to evidence Seller’s existence and authority to convey the Facility to Purchaser or to consummate the transaction contemplated by ACE Hi this Agreement, including (A) a customary owner’s affidavit and gap indemnity in such form as is reasonably necessary to cause the title company to issue an ALTA owner’s policy of title insurance insuring fee simple title to the Facility in Purchaser without taking exception for the standard preprinted exceptions or broker liens and any “gap” exception, (B) a termination of its any Encumbrances in recordable form or an affidavit from Seller in recordable form that will enable the Title Company to issue the Title Policy without exception for the Amgen Easement or with affirmative insurance in form and substance reasonably acceptable to Purchaser over the Amgen Easement and (C) those affidavits and other documents required Affiliates that satisfy the requirements by Alabama Code. Section 40-18-86; (v) counterparts of Section 1445 each of the CodeAncillary Agreements (other than the Equity Commitment Letter), each duly executed on behalf of Seller; (vi) an Alabama Department of Revenue Real Estate Sales Validation Form (RT-1) and any required transfer tax forms or required forms for withholding (as determined by Purchaser); and (vvii) owners’ affidavits and indemnities in the forms attached a counterpart to the preliminary certification Amended and report on title for each parcel Restated Limited Liability Company Agreement of Parent, in substantially the ACE Real Properties set forth on form of Exhibit H-1 attached hereto L (the “ACE Real Property Preliminary Certifications and ReportsLLC Agreement”), duly executed by Seller. (b) At the Closing, AREH Purchaser shall deliver or cause to Buyerbe delivered to Seller the Closing Cash Payment, by wire transfer in immediately available funds to an account specified in writing by Seller at least one Business Day prior to the Closing Date, and all of the following: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer certificate referred to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSection 4.3(c); (ii) a current sales and use tax resale certificate (or sales tax license) issued by the resignations Alabama Department of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesRevenue or other applicable state Taxing Authority; (iii) a Subscription Agreement in substantially the certificates form of Exhibit M, pursuant to which the Sponsor will fund cash required by to fulfill Buyer’s obligations pursuant to this Section 10.2(a3.2(b) and Section 10.2(b) hereof;$[* * *] in balance sheet cash to be used in connection with the Facility Operations after the Closing, in each case, in exchange for the issuance of Preferred Units of Parent (the “Subscription Agreement”), duly executed by the Sponsor, Parent and the other parties thereto; and (iv) affidavits executed by AREH and any counterparts of its required Affiliates that satisfy the requirements of Section 1445 each of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports Ancillary Agreements, each duly executed on title for each parcel behalf of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Purchaser. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.