Common use of Closing Delivery and Payment Clause in Contracts

Closing Delivery and Payment. (A) The closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) shall take place at 10:00 a.m. on the date (the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or written waiver of such conditions), at the offices of the Company, or at such other time or place as the Company and Progressive may mutually agree. (B) At the Closing, subject to the terms and conditions hereof, each of the Selling Shareholders will deliver to Progressive certificates for all of the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to the Closing Date. (C) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to the Closing Date, for the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing Date. (iii) Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date. (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock.

Closing Delivery and Payment. (A) The closing of the purchase and sale of the Shares pursuant to Securities under this Agreement (the “Closing”) shall take place at 10:00 a.m. 5pm New York City time on the date February 6th, 2012 (the “Closing Date”), subject to the satisfaction (or waiver as provided herein) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined conditions set forth in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing 6 (other than those conditions that by their nature are to will be satisfied at the Closing), and subject unless another time or date is agreed to in writing by the parties. This Agreement, the Second Amendment to the satisfaction or written waiver Amended and Restated Shareholders Agreement of such conditionsthe Company attached hereto as Exhibit A (the “Second Amendment”), the three (3) Heads of Agreements attached hereto as Exhibit B (collectively, the “Heads of Agreement”) and all other agreements, certificates, documents and instruments furnished in connection herewith or therewith at or prior to the Closing are referred to collectively herein as the “Closing Documents”. The parties agree that the delivery of this Agreement, the Closing Documents and any other documents at the offices Closing may be effected by means of the Company, an exchange of facsimile signatures with original copies to follow by mail or at such other time or place as the Company and Progressive may mutually agreecourier service. (B) 2.1 At the Closing, subject to the terms and conditions hereof, the Company shall deliver to the Purchaser the following: (a) a duly executed counterpart to the Second Amendment; (b) a duly executed Heads of Agreement; (c) a duly executed stock certificate representing the Securities registered in the name of the Purchaser; (d) a certificate of good standing as to the Company issued by the Secretary of State of the State of Delaware, dated as of a date within five (5) business days of the Closing Date; (e) a certificate of good standing as to each of the Selling Shareholders will deliver to Progressive certificates for all Subsidiaries issued by the Secretary of State, or similar governmental authority, in each such Subsidiaries’ jurisdiction of organization, dated as of a date within five (5) business days of the Shares Closing Date; (f) a certificate of the secretary of the Company in a form satisfactory to be sold by such Selling Shareholder the Purchaser certifying as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for to (i) the Shares, duly endorsed to Progressive or in blank, and signed by or incumbency of the officers executing the Closing Documents on behalf of the appropriate Selling ShareholderCompany, which, in (ii) the aggregate, will represent all resolutions of the Shares Board of Directors and, to be purchased the extent required under applicable law, the shareholders, of the Company duly authorizing the transactions contemplated by Progressive this Agreement and the other Closing Documents, and (iii) the Bylaws of the Company as in effect at the time of the Closing. Following receipt , and (iv) the Amended and Restated Certificate of such share certificates by Progressive, Progressive will deliver them to Incorporation of the Company for cancellationas in effect at the time of the Closing; (g) a certificate of each of Xxxx-Xxxxxxxx Huc, Xxxxxxx Xxxxxxxx and Xxx Xxxxxx (the “Key Company Personnel”) pursuant to Section 6.5 hereof; (h) copies of all consents, waivers and other approvals required in connection with execution, delivery and performance of this Agreement and the Company will cancel such share certificates other Closing Documents and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewithother transactions contemplated hereunder and thereunder. 2.2 At the Closing, subject to the terms and conditions hereof, Progressive the Purchaser shall deliver pay the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such an account or accounts as designated in writing by the Selling Shareholders shall designate Company not less than five (5) Business Days prior to the Closing Date. (C) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) two business days prior to the Closing Date, for the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing Date. (iii) Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date.following: (iva) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to a duly executed counterpart of the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(aSecond Amendment; (b) a duly executed Heads of Agreement; (subject to usual and customary qualifications, exceptions and assumptions), substantially c) a duly executed Undertaking in the forms form attached hereto as Exhibit J.C; and (vd) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described duly executed Accredited Investor Certificate in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel attached hereto as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock.Exhibit D.

Closing Delivery and Payment. (Aa) The closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) Closing shall take place at the places specified in the Foreign Implementing Agreements and at the offices of Weil, Gotshal & Xxxxxx LLP, New York, New York, at 10:00 a.m. A.M., New York time, on the date (the “Closing Date”) that is the first (1st) second Business Day following the satisfaction or waiver of the calendar month after the Purchase Price Per Share has been determined conditions precedent specified in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing Article VI (other than those the conditions that by their nature are to be satisfied at on the ClosingClosing Date, and but subject to the waiver or satisfaction or written waiver of such conditions), at the offices of the Company, or at such other time or place times and places as the Company and Progressive parties hereto may mutually agree. (B) At the Closing, subject but in no event prior to the terms last week of January 1998. The date on which the Closing occurs is called the "Closing Date". The Closing shall be deemed to occur and conditions hereof, each be effective as of the Selling Shareholders will deliver to Progressive certificates for all close of the Shares to be sold by such Selling Shareholder as set forth business on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to the Closing Date. (Cb) In additionAt the Closing, at Closing: (i) The Company Pfizer shall deliver to Progressive Purchaser (au) good standing certificatescertificates representing the Shares duly endorsed and in form for transfer to Purchaser, dated as of a date not more than five (5v) days prior to the Closing Date, for the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing Date. (iii) Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated 6.2(a) hereof, (w) executed copies of the Closing DateTransitional Services Agreement and the Transitional Intellectual Property License Agreement, (x) executed copies of any licenses required by Section 2.2(a)(v), (y) a receipt for the Aggregate Payment and (z) a good standing certificate for each of Pfizer and the Conveyed Subsidiaries and a certificate of the Secretary or an Assistant Secretary of Pfizer as to the resolutions adopted by the Board of Directors of Pfizer relating to the transactions contemplated hereby, and (ii) each Asset Selling Corporation shall deliver to the applicable Purchaser Affiliate the instruments and documents required by the applicable Foreign Implementing Agreements to be delivered by such Asset Selling Corporation. (ivc) The Selling Shareholders will At the Closing, (i) Purchaser shall deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. Seller Corporations (v) The Company will deliver the sum of the Aggregate Payment by wire transfer in immediately available funds to Progressive one or more accounts specified in writing by Pfizer on or prior to the Closing Date (w) the certificate referred to in Section 6.3(a) hereof, (x) executed assumption agreements and all other instruments appropriate to evidence Purchaser's assumption of the Assumed Liabilities, (y) executed copies of the Transitional Services Agreement and the Transitional Intellectual Property License Agreement and (z) a written opinion from its legal counsel good standing certificate for Purchaser and a certificate of the Secretary or an Assistant Secretary of Purchaser as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered resolutions adopted by the Company Board of Directors of Purchaser relating to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. hereby, and (viii) Progressive will each Purchaser Affiliate shall deliver to the Company applicable Asset Selling Corporation the instruments and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed documents required by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options applicable Foreign Implementing Agreements to acquire any shares of the Company's capital stockbe delivered by such Purchaser Affiliate.

Closing Delivery and Payment. (Aa) The closing of for the purchase several purchases and sale of the Shares pursuant to this Agreement sales provided for in Section 1.1 (the “"Closing”") shall take place at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. on the date (the “Closing Date”) that is A.M. local time, no later than the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, and subject to following the satisfaction or written waiver of such conditions), at the offices of the Companyconditions set forth in Article VII hereof, or on such other date and at such other time or and place as the Company and Progressive Buyer may hereafter mutually agreeagree upon in writing. The date on which the Closing is to occur as provided by this subsection (a) is herein called the "Closing Date" and the time and date on which the Closing is to occur as provided in this subsection (a) are herein called the "Closing Time." (Bb) At the ClosingClosing Time, subject the Sellers' Designee shall deliver to Buyer certificates representing each Seller's Shares duly endorsed or accompanied by stock powers duly executed, and in form for transfer to Buyer, and Buyer shall pay to each Seller the terms and conditions hereofPurchase Price for such Seller's Shares, each of the Selling Shareholders will deliver to Progressive certificates for all of the Shares such payment to be sold made by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit Ai) by wire transfer of the Cash Consideration for such Seller's Shares, in immediately available funds funds, to such account or accounts as the Selling Shareholders Seller's Designee may designate, which designation shall designate occur not less later than five (5) the third Business Days Day prior to the Closing Date. Date and (Cii) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior delivery to the Closing DateSellers' Designee of certificates representing the Stock Consideration for such Seller's Shares registered in the name of such Seller, for less (x) any portion of such Seller's Stock Consideration required to be placed in escrow pursuant to Section 6.14(a), which portion shall be delivered to the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companiesEscrow Agent, and (by) copies any portion of each Certificate of Authority then held such Seller's Cash Consideration equal to amounts payable by the Company and/or with respect to Taxes (including withholding, unemployment, social security, and other Taxes) as a result of the removal of the restrictions on such Seller's Shares. To the extent that the Cash Consideration payable to any Seller is insufficient for the payment of its Subsidiaries as listed on Exhibit F. the Taxes described in clause (y) (the "Shortfall"), such Seller's Stock Consideration shall be reduced and such Seller's cash consideration shall be increased, in an amount equal to the amount of the Shortfall, with each share of the Stock Consideration valued at the Closing Stock Price. The amount described in clause (y) and the preceding sentence shall be paid in a timely fashion to the relevant Tax authority. Buyer, in consultation and cooperation with the Sellers, shall cause the payments to be made to the relevant Tax authority of the Taxes referred to in clause (ii) The Company and of the Selling Shareholders shall execute and preceding sentence. Notwithstanding the foregoing requirement of delivery of the Stock Consideration at the Closing, if Buyer is unable to deliver to Progressive a certificate or certificates referred to in Section 11.3representing the Stock Consideration at Closing, dated the Closing Date. (iii) Progressive shall execute occur in any event, and Buyer shall deliver to such certificates in accordance with the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated foregoing as soon as practicable thereafter, but not later than three Business Days after the Closing Date. (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel Date and no Seller shall have any right of action against Buyer with respect to such delivery occurring after the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached Closing if made as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreementprovided herein. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock.

Closing Delivery and Payment. (A) The closing of the sale and purchase and sale of the Shares pursuant to shares under this Agreement shall take place in two parts (the “"Closings"). The initial closing (the "First Closing”") shall take place at 10:00 a.m. on the date (the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2February 15, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or written waiver of such conditions)1996, at the offices of the CompanyCoolxx Xxxward Castxx Xxxdxxxxx & Xatux, or 0095 Xxxxxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, xx at such other time or place as the Company and Progressive Purchasers may mutually agree. agree (Bsuch date is hereinafter referred to as the "First Closing Date"); the second closing (the "Second Closing") shall take place at 10:00 a.m. on March 15, 1996 at the offices of Coolxx Xxxward Castxx Xxxdxxxxx & Xatux, xx at such other time or place as the Company and Purchasers may mutually agree (such date is hereinafter referred to as the "Second Closing Date"). At the First Closing, subject to the terms and conditions hereof, each of the Selling Shareholders Company will deliver to Progressive the Purchasers certificates for all representing the number of the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt First Closing by each Purchaser, against payment of such share certificates the purchase price therefor by Progressive, Progressive will deliver them check or wire transfer made payable to the Company for cancellationorder of the Company. The Shares to be purchased at the First Closing by each Purchaser are as follows: 400,000 Shares by Telecom Partners, L.P. ("Telecom") and 200,000 Shares by Centennial Fund IV, L.P. ("Centennial"). At the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewithSecond Closing, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to the Closing Date. (C) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to the Closing Date, for the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing Date. (iii) Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date. (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as the Purchasers certificates representing the number of Shares to be purchased at the Second Closing by each Purchaser, against payment of the purchase price therefor by check or wire transfer made payable to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof order of the Company. The Shares to be purchased at the Second Closing are as follows: 200,000 Shares by Centennial (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form satisfactory completion of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8due diligence) and Progressive shall deliver counterparts 80,000 Shares by certain individual investors whose names are set forth on the Schedule of Purchasers (the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock"Individual Investors").

Closing Delivery and Payment. (A) 1. The closing of the purchase and sale of the Shares pursuant to this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. on A.M. local time, five business days following the date latest to occur of: (the “Closing Date”i) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation obtaining shareholder approval of the transactions contemplated hereby by this Agreement pursuant to Section 6.10, (as ii) the expiration of the waiting period under the HSR Act including any extensions thereof, and (iii) the Competition Act Director or any person authorized to exercise the powers and perform the duties of the Competition Act Director shall have issued a certificate under Section 102(l) of the Competition Act to the effect that she is satisfied that she would not have sufficient grounds on which to apply to the Competition Tribunal established pursuant to the Competition Act under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement or the appropriate time period specified in Section 10.1) and all other conditions to Closing 123 of the Competition Act shall have been satisfied expired or waived the Competition Act Director shall have indicated in writing (other than those conditions that by their nature are she does not intend to be satisfied at the Closing, and subject to the satisfaction or written waiver of such conditions), at the offices take any action under Section 92 of the CompanyCompetition Act whether before or after the completion of the transactions contemplated by this Agreement, which could materially interfere with or detrimentally affect the transactions contemplated by this Agreement, or at such other time or and place as the Company and Progressive parties hereto may mutually agree. The date on which the Closing occurs is called the "Closing Date." 2. On the Closing Date, Repap shall deliver to Buyer certificates representing the Shares duly endorsed and in form for transfer to Buyer. (B) At 3. On the ClosingClosing Date, subject to the terms and conditions hereof, each of the Selling Shareholders will Buyer shall pay or deliver to Progressive certificates for all of Repap the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of in immediately available funds to such an account or accounts as the Selling Shareholders shall designate designated by Repap not less than five (5) two Business Days prior to the Closing DateClosing. (C) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to the Closing Date, for the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing Date. (iii) Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date. (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock.

Closing Delivery and Payment. (Aa) The closing of the purchase and sale delivery of the Shares pursuant to this Agreement and the payment of the Estimated Purchase Price (the “"Closing”") shall take place at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York at 10:00 a.m. on A.M., xxxxx tixx, xx xhe xxxxx Xxxxxxxx Xxx xxxxxxxxx xxx xxy upon which the date (the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined conditions set forth in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing Article VII hereof have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, including Sections 7.2(c) and 7.2(d), but subject to the satisfaction or written waiver of such those conditions), at the offices of the Company, or at such other time or and place as Buyer and Seller may agree in writing. The date on which the Company and Progressive may mutually agree. (B) At Closing occurs is called the Closing, subject to the terms and conditions hereof, each of the Selling Shareholders will deliver to Progressive certificates for all of the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, "Closing Date" and the Company will cancel such share certificates and will deliver Closing shall be deemed to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreementhave occurred at 12:01a.m. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to the Closing Date. (Cb) In addition, at At the Closing: (i) The Company Seller shall deliver to Progressive Buyer certificates representing the Shares, free and clear of all Encumbrances, duly endorsed and in a form for transfer to Buyer; and (aii) good standing certificatesBuyer shall pay to Seller, dated as by wire transfer to an account designated by Seller, immediately available U.S. Dollar funds in an amount equal to the Estimated Purchase Price. (c) All transactions, transfers of a date not more assets and distributions of assets between the Company and its Subsidiaries on the one hand, and Diageo and its Subsidiaries (other than five (5) days prior to the Company and its Subsidiaries), on the other hand, shall cease at 12:01 a.m. on the Closing Date, for the Company and each of its Subsidiaries, issued except as otherwise approved in writing by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and Buyer (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver such approval not to Progressive a certificate be unreasonably withheld or certificates referred to in Section 11.3, dated the Closing Datedelayed). (iii) Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date. (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock.

Closing Delivery and Payment. (Aa) The If the conditions described in Section 6 hereof have been satisfied or waived, the initial closing of the purchase and sale of the Shares pursuant to this Agreement Offering (the “Closing”) will be held at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 or such other place as is agreed upon by the Placement Agent, the Company and the Issuer Trust as soon as practicable thereafter. The date on which the initial Closing is held shall take place at 10:00 a.m. on the date (be referred to herein as the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) .” The Company and all other conditions to Closing have been satisfied or waived Placement Agent may agree in writing (other than those conditions that by their nature are to be satisfied close the sale of some but not all Securities offered at the Closing, and subject to continue the Offering as to the satisfaction unsold Securities, if any, and if additional Securities are thereafter sold to conduct one or written waiver of such conditionsmore subsequent closings (each, a “Subsequent Closing”) on one or more subsequent dates (each, a “Subsequent Closing Date”). Each Subsequent Closing and Subsequent Closing Date shall be identified by a sequential number, and will be held at the offices of the CompanyXxxxxx & Bird LLP, One Atlantic Center, 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, or at such other time or place places as mutually agreed upon by the Placement Agent, the Company and Progressive may mutually agree. (B) At the ClosingIssuer Trust, upon not less than three business days’ prior notice, subject to the terms and conditions hereof, the Company’s reaffirmation of all its representations, warranties and covenants herein and the delivery of all legal and other opinions required hereunder. Not less than two full business days prior to the Closing and each of the Selling Shareholders will deliver to Progressive certificates for all of the Shares to Subsequent Closing, Capital Securities in definitive form and in authorized denominations shall be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed made available by or on behalf of the appropriate Selling ShareholderCompany and the Issuer Trust to the Placement Agent and the Property Trustee for inspection, which, in the aggregate, will represent all checking and delivery to The Depository Trust Company (“DTC”) or its custodian. As part of the Shares to be purchased by Progressive at the Closing and each Subsequent Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share pay the Placement Agent Fee and those expenses theretofore actually incurred as provided in Sections 1(d), 6 and 8. The time and date for the delivery of the certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares Capital Securities sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to at the Closing Date. (C) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to the Closing Date, for the Company Date and each Subsequent Closing Date shall be sequentially numbered as a “Time of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing DateDelivery. (iii) Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date. (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock.”

Closing Delivery and Payment. (Aa) The closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) Closing shall take place at 10:00 9:30 a.m. on June 24, 2019, or such earlier date as the date parties mutually agree in writing (the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or written waiver of such conditions), at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another place is agreed to in writing by the CompanyBuyer and the Seller. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or at such certificates shall be deemed to have been delivered until all other time or transactions are completed and all other documents and certificates are delivered. The Closing may take place as the Company and Progressive may mutually agreeremotely, via electronic exchange of documents. (Bb) At the Closing, subject to : (i) the terms and conditions hereof, each of the Selling Shareholders will deliver to Progressive certificates for all of the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive Buyer shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) Closing Date Consideration by wire transfer of immediately available funds to such an account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to the Closing Date. (C) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to the Closing Date, for the Company and each of its Subsidiaries, issued designated in writing by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F.Seller; (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing Date. (iii) Progressive Seller shall execute and deliver to the Company Buyer a Xxxx of Sale substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”); (iii) the Seller shall execute and deliver to the Selling Shareholders Buyer a certificate referred to Patent Assignment substantially in Section 12.3 dated the Closing Date.form attached hereto as Exhibit B (the “Patent Assignment”); (iv) The Selling Shareholders will the Seller shall execute and deliver to Progressive written opinions from their respective legal counsel with respect the Buyer an IND transfer letter to FDA for each of the Transferred Permits and such other instruments of transfer, conveyance and assignment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the matters described at Sections 3.1Buyer of all right, 3.2, 3.3, 3.4, 3.5 title and 3.7(a) interest in and to the Transferred Assets in accordance with the terms and conditions of this Agreement (subject to usual and customary qualifications, exceptions and assumptionsthe “Additional Transfer Documents”), substantially in the forms attached as Exhibit J.; (v) The Company will the Buyer shall execute and deliver to Progressive a written opinion from its legal counsel the Seller an Assumption Agreement substantially in the form attached hereto as to Exhibit C (the matters described in Sections 4.1“Assumption Agreement,” and, 4.2together with the Xxxx of Sale, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 the Patent Assignment and 4.12 hereof the Additional Transfer Documents (subject to usual and customary qualifications, exceptions and assumptionsif any), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement.“Ancillary Agreements”); (vi) Progressive will deliver the Seller shall make available to the Company Buyer to enable the Buyer to take possession and control of, each to the extent existing in physical form and in the possession of the Seller, the Transferred Books and Records and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company.Transferred Know-How; (vii) Immediately after and subject the Seller shall make available to the acquisition by Progressive of Buyer to enable the Buyer to take possession and control of, all of the tendered Shares other Transferred Assets of a tangible nature; (viii) the Selling Shareholders, the Company, the Remaining Stockholders (subject Seller shall deliver to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ AgreementBuyer a certificate, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares Seller’s corporate secretary on behalf of the Company's capital stockSeller, certifying as to the resolutions of the board of directors of the Seller authorizing and approving the sale of the Transferred Assets to the Buyer pursuant to this Agreement and the other Contemplated Transactions; (ix) the Buyer shall deliver to the Seller a certificate, executed by the Buyer’s corporate secretary on behalf of the Buyer, certifying as to the resolutions of the board of directors of the Buyer authorizing and approving the purchase of the Transferred Assets by the Buyer pursuant to this Agreement and the other Contemplated Transactions; (x) the Buyer shall deliver to the Seller evidence, in the form attached hereto as Exhibit D, that the Buyer has undertaken to Dyax Corp., or its successor (“Dyax”), in writing to (A) assume all of the Seller’s obligations under that certain Amended and Restated Collaboration Agreement, dated as of January 24, 2007, between the Seller and Dyax, as amended as of July 31, 2008, November 6, 2009 and January 18, 2012, and (B) be bound the terms of that certain Sublicense Agreement, dated as of June 30, 2008, between the Seller and Dyax; and (xi) the Seller shall deliver to the Buyer a certification that the Seller is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code.

Closing Delivery and Payment. (Aa) The closing completion of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) shall take place at 10:00 a.m. on no later than May 31, 2013 or such other date as is mutually agreed by the date Company and the Purchaser (the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or written waiver of such conditions), at the offices of the Company, or at such other time or place as the Company and Progressive the Purchaser may mutually agree, including remotely via the exchange of signed documents by email. (Bb) At the Closing, subject to the terms and conditions hereof, each of the Selling Shareholders will Purchaser shall deliver to Progressive certificates for all of the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by via wire transfer of immediately available funds an amount equal to aggregate purchase price for the Shares being purchased by such Purchaser to an account designated by the Company. The Company shall thereafter promptly deliver the Shares purchased by the Purchaser to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior Purchaser through DTC directly to the Closing Dateaccount of the applicable DTC holder as set forth on the signature page executed by the Purchaser. (Cc) In addition, at ClosingThe obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) The Company shall deliver the truth and accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein; (ii) all obligations, covenants and agreements of the Purchaser required to Progressive (a) good standing certificates, dated as of a date not more than five (5) days be performed at or prior to the Closing Date, for Date shall have been performed or waived; and (iii) the delivery by the Purchaser of the Purchaser’s aggregate purchase price. (d) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the truth and accuracy in all material respects on the Closing Date of the representations and warranties of the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F.contained herein; (ii) The all obligations, covenants and agreements of the Company and the Selling Shareholders shall execute and deliver required to Progressive a certificate be performed at or certificates referred prior to in Section 11.3, dated the Closing Date.Date shall have been performed or waived; (iii) Progressive shall execute and deliver to the delivery by the Company and of the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date.Prospectus Supplement; and (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered delivery by the Company to Progressive at the closing Purchaser of a copy of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver via the Depository Trust Company Deposit and Withdrawal at Custodian system (“DWAC”) the Selling Shareholders a written opinion from its General Counsel as to number of Shares purchased, registered in the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel name of the Companysuch Purchaser. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock.

Closing Delivery and Payment. (Aa) The closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) Closing shall take place at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. A.M. New York City time, on the date (the “Closing Date”) that is the first (1st) third Business Day following satisfaction or, if permissible, waiver, of the calendar month after the Purchase Price Per Share has been determined conditions set forth in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation Article 6 of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing this Agreement (other than those conditions that by their nature terms are to be satisfied at the Closing, and but subject to the satisfaction or written waiver at or prior to the Closing of all such conditions), at the offices of the Company, ) or at such other time or and place as the Company and Progressive parties hereto may mutually agree. The time and date on which the Closing occurs is called the "Closing Date". (Bb) At On the ClosingClosing Date, on the terms and subject to the terms conditions of this Agreement, the Sellers shall deliver to Purchaser (i) with respect to all Shares other than the DIAL, IAL, IAIL and conditions hereofRescal Shares, each certificates representing such Shares duly endorsed in blank or accompanied by stock powers duly executed in blank, with all necessary stock transfer stamps to be paid and affixed by Purchaser, (ii) with respect to the Incotherm Share and the IAL and IAIL Shares, certificates representing the Incotherm Share and the IAL and IAIL Shares with duly executed stock transfer forms in favor of Purchaser or a nominee of Purchaser, (iii) with respect to the DIAL and Rescal Shares, documents necessary to effect the transfer thereof, in the case of the Selling Shareholders will deliver DIAL Shares (unless such documents are not necessary because the DIAL Shares have been transferred to Progressive certificates for all of IAII prior to the Shares to be sold by such Selling Shareholder Closing as set forth on Exhibit ASchedule 5.2 of the Disclosure Schedule), in accordance with all required transfer tax stamps attachedJapanese law, accompanied by irrevocable stock powers for and in the case of the Rescal Shares, an ORDRE DE MOUVEMENT in respect of the Rescal Shares, duly endorsed in the name of Purchaser, the COMPTES D'ACTIONNAIRES, REGISTRE DE MOUVEMENTS DE TITRES and board and shareholders minute books of Rescal, together with a certified copy of the current STATUTS of Rescal, with all necessary stock transfer stamps to Progressive or in blankbe paid and affixed by Purchaser, and signed (iv) the instruments and opinions required to be delivered pursuant to Section 6.2, and Purchaser shall pay to Inco the Noncompetition Payment by or wire transfer of immediately available funds to an account designated by Inco not less than two Business Days prior to the Closing and, at Inco's option, either pay to (x) Inco, on behalf of the appropriate Selling ShareholderSellers, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders wire transfer of immediately available funds to Progressive hereunder accounts designated by Inco not less than two Business Days prior to the Closing, or (which are y) the appropriate Seller its allocable share of the Purchase Price (as set forth on Exhibit Aallocated among the Shares pursuant to Section 2.1 of this Agreement) by wire transfer of immediately available funds to an account designated by such account or accounts as the Selling Shareholders shall designate Seller not less than five (5) two Business Days prior to the Closing DateClosing, in either case ((x) or (y)) net of any and all applicable withholding taxes calculated on the assumption that the actual purchaser of any Shares is a U.S. corporation, and Purchaser shall deliver to the Sellers the instruments and opinions required to be delivered pursuant to Section 6.3. (Cc) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to On the Closing Date, for on the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing Date. (iii) Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date. (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after terms and subject to the acquisition conditions of this Agreement, the Sellers shall cause (i) six shares of Rescal held by Progressive Rescal's directors, (ii) two shares of Inco Alloys Services (Pacific) Pte. Ltd. held by X.X. Xxxxxxx and X.X. XxXxxxx and (iii) all of the tendered Shares shares of Inco Alloys Services S.A. held by X. Xxxxxx, G.B. Nairn, X.X. Xxx and X. Xxxxx, to be transferred to such directors of such companies as may be selected by Purchaser for no additional consideration. (d) No later than immediately after the Closing, but as a condition to the Closing, the Sellers shall assign all of Sellers' rights under the DIAL Agreements to IAII and IAII shall assume all obligations of the Selling Shareholders, Sellers under the Company, DIAL Agreements. (e) If the Remaining Stockholders (subject DIAL Shares have not been transferred to IAII prior to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of Closing, promptly after the Fourth Amended Stockholders’ Agreement, which shall have been executed by Closing Purchaser will assign the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options DIAL Shares to acquire any shares of the Company's capital stockIAII at no cost to Purchaser.

Closing Delivery and Payment. (Aa) The closing of If the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) shall take place at 10:00 a.m. on the date (the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined conditions described in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing 6 hereof have been satisfied or waived waived, the initial closing of the Offering (the "Closing") will be held at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, or such other place as is agreed upon by the Placement Agents, the Company and the Issuer Trust, as soon as practicable thereafter. The date on which the initial Closing is held shall be referred to herein as the "Closing Date." The Company and Placement Agents may agree in writing (other than those conditions that by their nature are to be satisfied close the sale of some but not all Securities offered at the Closing, and subject to continue the Offering as to the satisfaction unsold Securities, if any, and if additional Securities are thereafter sold to conduct one or written waiver of such conditionsmore subsequent closings (each, a "Subsequent Closing") on one or more subsequent dates (each, a "Subsequent Closing Date"), . Each Subsequent Closing and Subsequent Closing Date shall be identified by a sequential number and will be held at the offices of the CompanyXxxxxx & Bird LLP, One Atlantic Center, 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, or at such other time or place places as mutually agreed upon by the Placement Agents, the Company and Progressive may mutually agree. (B) At the ClosingIssuer Trust, upon not less than three business days' prior notice, subject to the terms and conditions hereof, the Company's reaffirmation of all its representations, warranties and covenants herein and the delivery of all legal and other opinions required hereunder. Not less than two full business days prior to the Closing and each of the Selling Shareholders will deliver to Progressive certificates for all of the Shares to Subsequent Closing, Capital Securities in definitive form and in authorized denominations shall be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed made available by or on behalf of the appropriate Selling ShareholderCompany and the Issuer Trust to the Placement Agents and the Property Trustee for inspection, which, in the aggregate, will represent all checking and delivery to The Depository Trust Company ("DTC") or its custodian. As part of the Shares to be purchased by Progressive at the Closing and each Subsequent Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share pay the Placement Agent Fee. The time and date for the delivery of the certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares Capital Securities sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to at the Closing Date. (C) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to the Closing Date, for the Company Date and each Subsequent Closing Date shall be sequentially numbered as a "Time of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing DateDelivery. (iii) Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date. (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock."

Closing Delivery and Payment. (Aa) The closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) Closing shall take place at 10:00 a.m. on such time and place in New York City simultaneously with the date closing of the Offering as C&D Fund IV and the Company shall agree. (b) On the “Closing Date”) that is , C&D Fund IV shall deliver to the first (1st) Business Day of Company certificates representing the calendar month after Purchase Shares duly endorsed and in form for transfer to the Company, and the Company shall pay to C&D Fund IV the Purchase Price Per Share for the Purchase Shares in immediately available funds to an account designated by C&D Fund IV not less than two Business Days prior to the Closing. ARTICLES III REPRESENTATIONS AND WARRANTIES ------------------------------ Section 3.1 By the Parties. -------------- C&D Fund IV represents and warrants as to itself to the Company, and the Company represents and warrants as to itself to C&D Fund IV, as follows: (a) It has been determined duly obtained all necessary authority for the execution, delivery and performance of this Agreement by it; it has duly executed and delivered this Agreement; and this Agreement is a valid and legally binding agreement, enforceable against it in accordance with Section 2.2its terms, assuming the Parties have secured all necessary regulatory approvals for due execution and delivery by the consummation other party. (b) The performance of this Agreement by it will not violate or conflict with any law, regulation, order or agreement, or in the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or written waiver of such conditions), at the offices case of the Company, its certificate of incorporation or at such other time or place as the Company and Progressive may mutually agree. (B) At the Closing, subject to the terms and conditions hereof, each of the Selling Shareholders will deliver to Progressive certificates for all of the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blankby-laws, and signed by such party is not required to obtain any governmental approvals or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares third party consents to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, enter into and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive perform its obligations pursuant to this Agreement. Contemporaneously therewith, subject to Such execution and performance does not and will not constitute a default under any agreement or obligation binding on it or result in the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each forfeiture or loss of the Selling Shareholders any rights or assets by it except as specifically provided for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to the Closing Datein this Agreement. (C) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to the Closing Date, for the Company Section 3.2 By C&D Fund IV. -------------- C&D Fund IV represents and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing Date. (iii) Progressive shall execute and deliver warrants to the Company that it owns the Purchase Shares, beneficially and the Selling Shareholders a certificate referred of record, free and clear of any liens, charges or encumbrances and that upon delivery of such Purchase Shares and payment therefore pursuant hereto good and valid title to in Section 12.3 dated the Closing Date. (iv) The Selling Shareholders such Purchase Shares will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement. (vi) Progressive will deliver pass to the Company (assuming that the Company is without notice of any adverse claim, as defined in the Uniform Commercial Code as adopted in the State of New York (the "Code") and is otherwise a bona fide purchaser for the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel purposes of the Company. (vii) Immediately after Code and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of that the Company's capital stockrights are not limited by subsection (4) of Section 8-302 of the Code).

Closing Delivery and Payment. (Aa) The closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) Closing shall take place at 10:00 9:30 a.m. on June 24, 2019, or such earlier date as the date parties mutually agree in writing (the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or written waiver of such conditions), at the offices of Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, 60 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another place is agreed to in writing by the CompanyBuyer and the Seller. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or at such certificates shall be deemed to have been delivered until all other time or transactions are completed and all other documents and certificates are delivered. The Closing may take place as the Company and Progressive may mutually agreeremotely, via electronic exchange of documents. (Bb) At the Closing, subject to : (i) the terms and conditions hereof, each of the Selling Shareholders will deliver to Progressive certificates for all of the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive Buyer shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) Closing Date Consideration by wire transfer of immediately available funds to such an account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to the Closing Date. (C) In addition, at Closing: (i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to the Closing Date, for the Company and each of its Subsidiaries, issued designated in writing by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F.Seller; (ii) The Company and the Selling Shareholders shall execute and deliver to Progressive a certificate or certificates referred to in Section 11.3, dated the Closing Date. (iii) Progressive Seller shall execute and deliver to the Company Buyer a Bxxx of Sale substantially in the form attached hereto as Exhibit A (the “Bxxx of Sale”); (iii) the Seller shall execute and deliver to the Selling Shareholders Buyer a certificate referred to Patent Assignment substantially in Section 12.3 dated the Closing Date.form attached hereto as Exhibit B (the “Patent Assignment”); (iv) The Selling Shareholders will the Seller shall execute and deliver to Progressive written opinions from their respective legal counsel with respect the Buyer an IND transfer letter to FDA for each of the Transferred Permits and such other instruments of transfer, conveyance and assignment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the matters described at Sections 3.1Buyer of all right, 3.2, 3.3, 3.4, 3.5 title and 3.7(a) interest in and to the Transferred Assets in accordance with the terms and conditions of this Agreement (subject to usual and customary qualifications, exceptions and assumptionsthe “Additional Transfer Documents”), substantially in the forms attached as Exhibit J.; (v) The Company will the Buyer shall execute and deliver to Progressive a written opinion from its legal counsel the Seller an Assumption Agreement substantially in the form attached hereto as to Exhibit C (the matters described in Sections 4.1“Assumption Agreement,” and, 4.2together with the Bxxx of Sale, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 the Patent Assignment and 4.12 hereof the Additional Transfer Documents (subject to usual and customary qualifications, exceptions and assumptionsif any), in form substantially similar to the form of the opinion delivered by the Company to Progressive at the closing of the transactions contemplated by the 2012 Purchase Agreement.“Ancillary Agreements”); (vi) Progressive will deliver the Seller shall make available to the Company Buyer to enable the Buyer to take possession and control of, each to the extent existing in physical form and in the possession of the Seller, the Transferred Books and Records and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company.Transferred Know-How; (vii) Immediately after and subject the Seller shall make available to the acquisition by Progressive of Buyer to enable the Buyer to take possession and control of, all of the tendered Shares other Transferred Assets of a tangible nature; (viii) the Selling Shareholders, the Company, the Remaining Stockholders (subject Seller shall deliver to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ AgreementBuyer a certificate, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares Seller’s corporate secretary on behalf of the Company's capital stockSeller, certifying as to the resolutions of the board of directors of the Seller authorizing and approving the sale of the Transferred Assets to the Buyer pursuant to this Agreement and the other Contemplated Transactions; (ix) the Buyer shall deliver to the Seller a certificate, executed by the Buyer’s corporate secretary on behalf of the Buyer, certifying as to the resolutions of the board of directors of the Buyer authorizing and approving the purchase of the Transferred Assets by the Buyer pursuant to this Agreement and the other Contemplated Transactions; (x) the Buyer shall deliver to the Seller evidence, in the form attached hereto as Exhibit D, that the Buyer has undertaken to Dyax Corp., or its successor (“Dyax”), in writing to (A) assume all of the Seller’s obligations under that certain Amended and Restated Collaboration Agreement, dated as of January 24, 2007, between the Seller and Dyax, as amended as of July 31, 2008, November 6, 2009 and January 18, 2012, and (B) be bound the terms of that certain Sublicense Agreement, dated as of June 30, 2008, between the Seller and Dyax; and (xi) the Seller shall deliver to the Buyer a certification that the Seller is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code.