Common use of Closing Matters Clause in Contracts

Closing Matters. (a) Within one business day of the date of this Agreement, Buyer shall deliver the notice attached as Annex I hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one business day of the date of this Agreement, Buyer shall deliver send the notice attached as Annex I 1 hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not on the date on which Buyer’s Trust Account is liquidated in connection with the consummation of the Merger, which consummation shall occur no later than the first to occur of (i) the first date any funds are disbursed from the Trust Account11:59 p.m. eastern standard time on November 7, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) 2009 (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Enterprise’s Trust Account in of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions It shall be a condition to the contraryobligation of Buyer on the one hand and Seller on the other hand, if to consummate the Merger is not consummatedtransfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, Buyer shall not be obligated unless waived in writing by the party to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each whom such Sharerepresentations and warranties are made. (d) In the event that the Merger is not consummated by midnight on November 7, 2009 and Buyer has not dissolved and liquidated its assets and paid Seller the liquidation value of its Shares by November 7, 2009, then Buyer shall pay to Seller in immediately available funds, until Buyer liquidates and distributes its assets to its stockholders, an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute its assets in accordance with Delaware law if the Merger is not consummated by 11:59 p.m. eastern standard time on November 7, 2009. (e) In the event that the Merger is consummated and Seller has not received the Aggregate Purchase Price on a timely basis on and the Closing DateFees by November 7, 2009, then Migami Buyer shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.04.0% total amount of, of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate ofrate, the total Purchase Price Per for each Share paid held by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one two business day days of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall deliver send the notice attached as Annex I 1 hereto to ContinentalEnterprise's transfer agent. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer; provided, that the instructions shall not be effective until Closing. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than on the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to on which Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension trust account is not approved, (iii) the fifth business day liquidated after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) consummated (the “Closing Date”). The Company shall use commercially reasonable efforts to cause the trust account to be liquidated on the Closing Date but in no event shall such liquidation occur more than one business day after the Closing Date. At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Trust Account in Enterprise's trust account of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller against the delivery of the Shares shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has the trust account does not received contain sufficient funds to satisfy the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami Buyer shall pay Seller, by wire transfer, such additional amounts from sources other than the trust account to Seller in immediately available funds an amount equal satisfy the Purchase Price. It shall be a condition to the lesser obligation of (i) 1.0% total amount ofBuyer on the one hand and Seller on the other hand, or (ii) to consummate the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all transfer of the Shares calculated from contemplated hereunder that the date other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such payment was required date, unless waived in writing by the party to be made through the date whom such payment is actually representations and warranties are made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one two business day days of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall deliver send the notice attached as Annex I 1 hereto to ContinentalHACI’s transfer agent. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer; provided, that the instructions shall not be effective until Closing. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than on the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to on which Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension trust account is not approved, (iii) the fifth business day liquidated after the Merger Acquisition is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) consummated (the “Closing Date”). The Company shall use commercially reasonable efforts to cause the trust account to be liquidated on the Closing Date but in no event shall such liquidation occur more than one business day after the Closing Date. At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Trust Account in HACI’s trust account of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller against the delivery of the Shares shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has the trust account does not received contain sufficient funds to satisfy the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami Buyer shall pay Seller, by wire transfer, such additional amounts from sources other than the trust account to Seller in immediately available funds an amount equal satisfy the Purchase Price. It shall be a condition to the lesser obligation of (i) 1.0% total amount ofBuyer on the one hand and Seller on the other hand, or (ii) to consummate the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all transfer of the Shares calculated from contemplated hereunder that the date other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such payment was required date, unless waived in writing by the party to be made through the date whom such payment is actually representations and warranties are made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within By no later than one business day of the date of this Agreement, Buyer (i) Seller shall deliver provide Secure with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Secure shall send the notice attached as Annex I hereto to Continental. (b) Prior to the Closingclosing of the Acquisition, Seller shall deliver or cause to be delivered to Buyer Secure appropriate instructions for book entry transfers of ownership of the Shares from Seller to BuyerSecure. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not on the date on which Secure’s Trust Account is liquidated in connection with the consummation of the Acquisition, which shall occur no later than the first to occur of (i) the first date any funds are disbursed from the Trust Account11:59 p.m. eastern time on October 29, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) 2009 (the “Closing Date”). At the Closing, Buyer and Migami Secure shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Secure’s Trust Account in of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer Secure electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by BuyerSecure. Notwithstanding anything herein or in the Irrevocable Instructions It shall be a condition to the contraryobligation of Secure on the one hand, if and Seller on the Merger is not consummatedother hand, Buyer shall not be obligated to pay consummate the Seller for each Share more than transfer of the pro rata amount held Shares contemplated hereunder that such other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the Trust Account at the time of Buyer’s liquidation for each party to whom such Sharerepresentations and warranties are made. (d) In the event that the Acquisition is not consummated by 11:59 p.m. eastern time on October 29, 2009 and Secure has not dissolved and liquidated its assets by November 9, 2009, then Secure shall pay to Seller in immediately available funds, until Secure liquidates and distributes its assets to its stockholders, an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Secure agrees to promptly dissolve and liquidate and distribute its assets in accordance with Delaware law if the Acquisition is not consummated by 11:59 p.m. eastern time on October 29, 2009. (e) In the event that the Acquisition is consummated and Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Dateby October 30, 2009, then Migami Secure shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.04.0% total amount of, of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate ofrate, the total Purchase Price Per for each Share paid held by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one business day 6.1 All public communication describing the April 1998 Agreements, the relationship of the date parties or this Agreement shall be subject to the prior approval of this Agreementthe other party prior to dissemination. In considering such approvals, Buyer shall deliver each party will reasonably co-operate with the notice attached other in ensuring that each party, as Annex I hereto to Continentala publicly traded entity, can meet its regulatory compliance requirements in a timely manner. (b) Prior 6.2 The parties will use reasonable commercial efforts to negotiate and achieve a termination of all three party supply agreements involving TRW and SmarTire and other parties. Any further relationship of TRW or SmarTire with such third parties will be the sole responsibility of the party entering into such relationship. With respect to the ClosingASIS Purchase and Supply Contract between SmarTire, Seller shall deliver or cause TRW and SensoNor asa dated January 1, 2001 (the "SensoNor Agreement"), TRW and SmarTire contemplate that such agreement will be superceded by individual agreements between SensoNor and each of TRW and SmarTire, and that each of TRW and SmarTire will pay to be delivered SensoNor equal amounts to Buyer appropriate instructions settle all alleged claims by SensoNor for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant payments related to the Escrow Agreement described in Section 6(n) (the “Closing Date”)SensoNor Agreement. At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has either of TRW or SmarTire do not received for any reason enter into a separate agreement with SensoNor to replace the Aggregate Purchase Price SensoNor Agreement or otherwise terminate the SensoNor Agreement in a manner acceptable to both TRW and SmarTire, the parties agree that the minimum volume purchase requirements under the SensoNor Agreement shall be allocated between them on a timely fifty-fifty basis on (e.g., equal payment to SensoNor from each of TRW and SmarTire), and each party covenants to hereafter satisfy fully its half of the minimum purchase requirements or to pay its one-half amount to maintain the exclusivity rights under the SensoNor Agreement. 6.3 Each party covenants that it will, in connection with the Closing and from time to time subsequent to the Closing Date, then Migami execute such additional instruments and take such actions as may be reasonably requested by the other party to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement. 6.4 Each party hereby agrees that it shall pay to Seller in immediately available funds an amount equal to indemnify, defend and hold harmless the lesser of (i) 1.0% total amount other party hereto from and against any loss, damage, liability, cost and expense, including reasonable attorneys' fees, suffered or incurred by the other party, as and when incurred, by reason of, or (ii) the highest lawful rate arising out of, the total Purchase Price Per Share paid by Seller for all any misrepresentation, breach of warranty or breach or non-fulfillment of any agreement of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of party contained in this Agreement or in any document executed and delivered in connection with this Agreement, Buyer will deliver or any claim by any shareholder, creditor or affiliate of the party asserted against the other party and arising out of, or in any way relating to, this Agreement or any transaction between SmarTire and TRW, including without limitation the transactions and activities under the April 1998 Agreements. 6.5 Any failure on the part of any party to comply with any of its obligations, agreements or conditions hereunder may be waived by any other party to whom such compliance is owed. No waiver of any provision of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. 6.6 This Agreement, together with the General Security Agreement, Secured Promissory Note, Settlement and Release Agreement, Licenses and Guaranty, constitute the entire understanding between the parties hereto with respect the matters set forth herein, and, except to the Investor extent expressly set forth in such agreements, supersede all other agreements, oral or written, heretofore made with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, executors, administrators, successors and permitted assigns. 6.7 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio. The provisions of this Agreement are severable and the invalidity of one or more of the provisions herein shall not have any effect upon the validity or enforceability of any other provision. 6.8 This Agreement may be executed in two or more counterparts (including facsimile counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 6.9 All notices. requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given if delivered by hand or if mailed by United States registered or certified mail, return receipt requested, first class postage prepaid, or sent by Federal Express or similar overnight courier service to the parties addressed as follows: If to SmarTire: SmarTire Systems Inc. 13151 Vanier Place Suite 000 Xxxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxx X0X 0X0 XXX: 000.000.0000 Attention: Xxxxxxxxt With a legal opinion from Buyer’s counsel copy to: Mr. Bernard Pinsky Clark, Xxxxxx 800 -885 Wxxx Xxxxxxx Xtreet Xxxxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxx X0X 0X0 XXX: 000.000.0000 Xx to TRW: TRW Automotive Electronics Group - U.S. 24175 Research Drive Farmington Hills, Michigan 48335-2642 X.X.X. XXX: 000.000.0000 Attention: Gexxxxx Xxxxxxr With a copy to: TRW Inc. 24175 Research Drive Farmingtox Xxxxx, Xxxxxxxx 00000-0000 X.X.X. XXX: 000.000.0000 Attention: Vixx Xxxxxxxxx and Assistant General Counsel If delivered personally, the date on which a notice, request, instruction or document is delivered shall be the date on which such delivery is made and, if delivered by mail, Federal Express or other overnight courier, the date on which such notice, request, instruction or document is received shall be the date of delivery. Any party hereto may change its address specified for notices herein by designating a new address by notice in the form annexed hereto as Annex IIaccordance with this Section.

Closing Matters. (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall deliver send the notice attached as Annex I 1 hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not on the date on which Buyer’s Trust Account is liquidated in connection with the consummation of the Acquisition, which shall occur no later than the first to occur of (i) the first date any funds are disbursed from the Trust Account11:59 p.m. eastern daylight time on August 1, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) 2009 (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the AAMAC’s Trust Account in of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions It shall be a condition to the contraryobligation of Buyer on the one hand and Seller on the other hand, if to consummate the Merger is not consummatedtransfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, Buyer shall not be obligated unless waived in writing by the party to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each whom such Sharerepresentations and warranties are made. (d) In the event that the Acquisition is not consummated by 11:59 p.m. eastern daylight time on August 1, 2009 and Buyer has not dissolved and liquidated its assets by August 5, 2009, then Buyer shall pay to Seller in immediately available funds, until Buyer liquidates and distributes its assets to its stockholders, an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute its assets in accordance with Delaware law if the Acquisition is not consummated by 11:59 p.m. eastern daylight time on August 1, 2009. (e) In the event that the Acquisition is consummated and Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Dateby August 3, 2009, then Migami Buyer shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.04.0% total amount of, of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate ofrate, the total Purchase Price Per for each Share paid held by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one business day of the date Upon execution of this Agreement, Buyer shall deliver send the notice attached as Annex I 1 hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not on the date on which Buyer’s Trust Account is liquidated in connection with the consummation of the Acquisition, which consummation shall occur no later than the first to occur of (i) the first date any funds are disbursed from the Trust Account11:59 p.m. on November 21, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) 2009 (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the China Holdings’s Trust Account in of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions It shall be a condition to the contraryobligation of Buyer on the one hand and Seller on the other hand, if to consummate the Merger is not consummatedtransfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, Buyer shall not be obligated unless waived in writing by the party to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each whom such Sharerepresentations and warranties are made. (d) In the event that the Acquisition is not consummated by 11:59 p.m. eastern standard time on November 21, 2009 and Buyer has not dissolved and liquidated its assets and paid Seller the liquidation value of its Shares by December 1, 2009, then Buyer shall pay to Seller in immediately available funds, until Buyer liquidates and distributes its assets to its stockholders, an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share plus a pro rata portion of the Fees per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute its assets in accordance with Delaware law if the Acquisition is not consummated by 11:59 p.m. eastern standard time on November 21, 2009. (e) In the event that the Acquisition is consummated and Seller has not received the Aggregate Purchase Price on a timely basis on and the Closing DateFees by November 23, 2009, then Migami Buyer shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.04.0% total amount of, of the Purchase Price Per Share plus a pro rata portion of the Fees per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate ofrate, the total Purchase Price Per for each Share paid held by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one business day of the date of this Agreement, Buyer shall deliver send the notice attached as Annex I 1 hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not on the date on which Buyer’s Trust Account is liquidated in connection with the consummation of the Acquisition, which consummation shall occur no later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights midnight on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February October 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) 2009 (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Triplecrown’s Trust Account in of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions It shall be a condition to the contraryobligation of Buyer on the one hand and Seller on the other hand, if to consummate the Merger is not consummatedtransfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, Buyer shall not be obligated unless waived in writing by the party to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each whom such Sharerepresentations and warranties are made. (d) In the event that the Acquisition is not consummated by midnight on October 22, 2009 and Buyer has not dissolved and liquidated its assets and paid Seller the liquidation value of its Shares by October 29, 2009, then Buyer shall pay to Seller in immediately available funds, until Buyer liquidates and distributes its assets to its stockholders, an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute its assets in accordance with Delaware law if the Acquisition is not consummated by 11:59 p.m. eastern standard time on October 22, 2009. (e) In the event that the Acquisition is consummated and Seller has not received the Aggregate Purchase Price on a timely basis on and the Closing DateFees by October 23, 2009, then Migami Buyer shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.04.0% total amount of, of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate ofrate, the total Purchase Price Per for each Share paid held by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one business day of the date of this Agreement, Buyer shall deliver send the notice attached as Annex I 1 hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later as soon as practicable, but in no event more than the first to occur of one (i1) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandonedconsummation of the Acquisitions, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22with such consummation occurring no later than 11:59 p.m. eastern standard time on January 23, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Expiration Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from deliver the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto Shares to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System and, upon receipt of the Shares, the Aggregate Purchase Price plus the Fees (or MFN Differential, if applicable) shall be paid to Seller, in accordance with the Irrevocable Instructions attached hereto as Annex I, by wire transfer of immediately available funds from Buyer’s Trust Account to an account specified by BuyerSeller. Notwithstanding anything herein or in the Irrevocable Instructions It shall be a condition to the contraryobligation of Buyer on the one hand and Seller on the other hand, if to consummate the Merger is not consummated, Buyer shall not be obligated to pay transfer of the Seller for each Share more than Shares contemplated hereunder that the pro rata amount held in the Trust Account other party’s representations and warranties are true and correct at the time of Buyer’s liquidation for each Closing with the same effect as though made on such Sharedate, unless waived in writing by the party to whom such representations and warranties are made. (d) In the event the Acquisitions are not consummated by the Expiration Date and Buyer has not dissolved and liquidated its assets and paid Seller the liquidation value of its Shares by February 8, 2010, then Buyer shall pay to Seller in immediately available funds, until Buyer liquidates and distributes its assets to its shareholders, an amount equal to the lesser of (i) 4.0% of the Aggregate Purchase Price plus the Fees per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute its assets in accordance with the laws of the Cayman Islands if the Acquisitions are not consummated by the Expiration Date. (e) In the event that the Acquisitions are consummated and Seller has not received the Aggregate Purchase Price on a timely basis on and the Closing DateFees by January 25, 2010, then Migami Buyer shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.04.0% total amount of, of the Aggregate Purchase Price plus the Fees per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate ofrate, the total Purchase Price Per for each Share paid held by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e; provided, however, that Buyer shall not be required to pay amounts due under this Section 3(e) Upon the execution of this Agreementif Seller has not delivered Shares to Buyer’s transfer agent, Buyer will deliver but only with respect to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex IIShares that have not been delivered.

Closing Matters. 12.1 In the event that the following consents approvals or discharges of liens (a"Consents") Within one business day of the date of this Agreement, Buyer shall deliver the notice attached as Annex I hereto have not been obtained by Seller or Elbit prior to Continental. (b) Prior to the Closing, a bank guarantee in the sum of US$ 2,000,000 (Two Million United States Dollars) will be provided by Elbit to Buyer (the "Guarantee") to secure the fulfillment by Seller and Elbit of their obligations to discharge all liens and to obtain the Consents, and the amount identified next to such Consent shall deliver or cause be withheld by Buyer from the Purchase Price paid by Buyer to Seller at Closing, and the Guarantee will be placed by Buyer in escrow and the said amounts will be placed by Buyer in the interest-bearing escrow account number 419257 at the First International Bank Ltd., Main Branch Tel-Aviv, Branch Number 046 with Argom Trustees (1992) Ltd. . (to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned held pursuant to the Escrow Agreement instructions contained in Exhibit C hereto). Investment Centre of the Ministry of Industry and Trade US$1 million Bank letter to Companies Registrar confirming release of the liens and encumbrances registered in the name of such bank as described in Section 6(n) (Schedule 8.16 US$9.24 million Upon obtaining all such Consents, the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price Guarantee and the cash portion of the Fees by wire transfer. Payments from the Buyer escrowed amounts with respect to the Seller shall such Consents will be made from the Trust Account in immediately available funds passed to Elbit in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is provisions of Exhibit C. If any of such Consents are not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time obtained within six months of Buyer’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami the Guarantee and the escrowed amount with respect to such Consents shall pay be passed to Buyer. Buyer will have the right to use such returned amount and the trade receivables due to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of under this Agreement, in order to pay such reasonable amounts of money as are necessary in order to receive such Consents and to release the liens listed in Schedule 8.16, in whole or in part. Such receipt and releases will not derogate from Buyer's rights under this Agreement. 12.2 In the event Seller has not obtained the release of the lien held by the Government of Israel with respect to certain Purchased Assets in connection with benefits received from the Investment Center within six (6) months of Closing, Buyer shall be entitled to set off the amount required for Buyer to obtain such release against the trade receivables (as listed in Section 1.2(b)) payable to Seller pursuant to Section 14 . 12.3 Buyer will deliver deposit the MRV Shares referenced in Subsection 2(g) with Argom Trustees (1992) Ltd. (to be held pursuant to the Investor a legal opinion from Buyer’s counsel instructions contained in the form annexed hereto as Annex IIExhibit D hereto).

Closing Matters. (a) Within one business day of Subject to the date terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Procter LLP, Xxxxxxxx Xxxxx, Xxxxxx, XX 00000, at 10:00 a.m. (Eastern time) on the third Business Day following the satisfaction or waiver of the conditions set forth in Article VII or at such other place or at such other time or on such other date as may be mutually agreeable to Buyer shall deliver and Seller. The date of the notice attached Closing is herein referred to as Annex I hereto to Continentalthe “Closing Date.” (b) Prior Subject to the Closingconditions set forth in this Agreement, the Parties shall consummate the following on the Closing Date: (i) Seller and each of its Subsidiaries shall deliver to Buyer the Purchased Assets; (ii) Buyer shall deposit or cause to be deposited (i) the Closing Date Cash Payment in immediately available funds by wire transfer in the Seller Specified Account, (ii) the Escrow Amount in immediately available funds by wire transfer to an account maintained by Mellon Trust of New England, N.A. (the “Escrow Agent”), and (iii) the Working Capital Escrow Amount in immediately available funds by wire transfer to an account maintained by the Escrow Agent; (iii) Buyer shall assume the Assumed Liabilities; (iv) Buyer shall deposit or cause to be deposited the Closing Date Payroll Payment in immediately available funds by wire transfer in the Seller Specified Account; (v) Buyer, Seller and the Escrow Agent shall enter into the Escrow Agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”); and (vi) the parties shall deliver or cause to be delivered the Local Transfer Documents (as per Section 2.8) and certificates and other documents and instruments required to Buyer appropriate instructions for book entry transfers be delivered by or on behalf of ownership of the Shares from Seller to Buyera party hereof under Article VII. (c) The closing Working Capital Escrow Fund and the Escrow Fund shall be governed by the Escrow Agreement. The Working Capital Escrow Fund and the Escrow Fund shall be held in escrow and shall be available to settle certain contingencies as provided in Sections 2.10 and Article IX of this Agreement and will be distributed to Seller and/or Buyer in accordance with the purchase Escrow Agreement. Buyer and sale of the Shares (“Closing”) will occur not later than the first to occur of Seller agree for all tax purposes that: (i) the first date right of Seller to the Working Capital Escrow Fund and the Escrow Fund shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any funds are disbursed from the Trust Accountcorresponding provision of foreign, except if the Extension is approvedstate or local law, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, as appropriate; (ii) February 18if and to the extent any amount of the Working Capital Escrow Fund and/or the Escrow Fund is actually distributed to Seller, 2010 if interest may be imputed on such amount, as required by Section 483 or 1274 of the Extension is not approved, Code which for all purposes of this Agreement shall be treated as having been paid to Seller; (iii) Buyer shall be treated as the fifth business day after owner of the Merger is abandonedWorking Capital Escrow Fund and the Escrow Fund, and all interest and earnings earned from the investment and reinvestment of the Escrow Fund, or any portion thereof, shall be allocable to Buyer pursuant to Section 468B(g) of the Code; and (iv) in no event shall the third business day after total amount of the Merger Working Capital Escrow Fund and the Escrow Fund and any interest and earnings earned thereon paid to Seller under this Agreement exceed an amount to be designated by Seller prior to the Closing. Clause (iv) of the preceding sentence is intended to ensure that the right of Seller to the Working Capital Escrow Fund and the Escrow Fund and any interest and earnings earned thereon is not approved by Buyer’s shareholders and (v) February 22, 2010 treated as such date may be adjourned pursuant to a contingent payment without a stated maximum selling price under Section 453 of the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price Code and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such ShareTreasury Regulations promulgated thereunder. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one two business day days of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall deliver send the notice attached as Annex I 1 hereto to ContinentalSPAC’s transfer agent. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than take place on the first to occur earlier of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their that holders exercising Conversion Rights on or prior to February 12, 2010, are paid their conversion proceeds and two business days after consummation of the Business Combination (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (being the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Trust Account in SPAC’s trust account of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding For purposes of clarity, and notwithstanding anything herein or in the Irrevocable Instructions this Agreement to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at event the time closing of Buyerthe Acquisition does not occur by February 15, 2011, this Agreement shall be null and void, ab initio, and no party hereto shall have any rights or obligations under this Agreement. It shall be a condition to the obligation of Buyer on the one hand and Seller on the other hand, to consummate the transfer of the Shares contemplated hereunder that the other party’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis representations and warranties are true and correct on the Closing DateDate with the same effect as though made on such date, then Migami and that the other party shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for have complied with all of its obligations hereunder, unless waived in writing by the Shares calculated from the date party to whom such payment was required to be representations and warranties are made through the date such payment of compliance is actually madepromised. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one business day of Subject to Section 4(c) hereof, the date of this Agreement, Buyer shall deliver Divestiture Purchaser hereby irrevocably waives the notice attached Divestiture/Merger Concurrent Closing Condition as Annex I hereto a condition to Continentalits obligation to consummate the Divestiture Closing. (b) Prior Subject to Section 4(c) hereof, each party to the GEHI Share Purchase Agreement hereby irrevocxxxx waives the Secondary Sale/Merger Concurrent Closing Condition as a condition to its obligation to consummate the Secondary Sale Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase Transaction Parties acknowledge and sale of the Shares (“Closing”) will occur not later than the first to occur of agree that, unless otherwise agreed in writing by all Transaction Parties: (i) it is expected that the first date any funds are disbursed from Divestiture Closing shall occur substantially simultaneous with the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or Secondary Sale Closing and prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion filing of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds Plan of Merger in accordance with the Irrevocable Instructions attached as Annex I hereto to an account Cayman Companies Act. The Effective Time specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions Plan of Merger shall be no later than one (1) Business Day after the consummation of the Secondary Sale Closing and the Divestiture Closing; (ii) upon the terms and subject to the contrary, if conditions set forth in the Merger is not consummatedAgreement, Buyer each Merger Agreement Party shall not use its reasonable best efforts to take, or cause to be obligated taken, all actions, and to pay do, or cause to be done, and to assist and cooperate with the Seller for each Share more than other Merger Agreement Parties in doing, all things necessary, proper or advisable to consummate and make effective the pro rata amount held Merger in the Trust Account at manner set forth in Section 4(c)(i) hereof; and (iii) to the time of Buyer’s liquidation for each extent the Merger Closing and the Effective Time does not occur within three (3) Business Days after the Secondary Sale Closing and the Divestiture Closing, the applicable Transaction Parties shall take whatever action and execute whatever instruments necessary to unwind the Secondary Sale Closing and the Divestiture Closing, such Sharethat: (A) the “Sale Shares” (as defined under the GEHI Divestiture Agreement) shall be returnex xx GEHI, (B) “Sale Shares” (as defined under thx XXHI Share Purchase Agreement) shall be retuxxxx to the applicable Secondary Sellers, and (C) the Purchase Price (as defined under the GEHI Share Purchase Agreement) shall be retuxxxx to ND BVI. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal Exhibit C (Form of Plan of Merger) to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment Merger Agreement is actually madehereby deleted in its entirety and replaced with Exhibit A attached hereto. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. At the Closing: (a) Within one business day Buyer shall pay the difference between (i) that part of the date Purchase Price stated in Section 2.3(a), and (ii) the sum of this Agreement(A) the Exxxxxx Money Deposit and (B) the Escrow Amount, Buyer shall deliver the notice attached as Annex I hereto by wire transfer of immediately available funds to Continentalan account designated by O-N Lime. (b) Prior Sellers shall apply the Exxxxxx Money Deposit against the Buyer’s obligation to pay the ClosingPurchase Price. (c) Sellers shall pay and discharge, Seller or cause to be paid and discharged, all outstanding Indebtedness of the Company by wire transfer of immediately available funds. (d) Sellers shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. pay-off letters, releases and lien discharges (cor agreements therefor) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter reasonably satisfactory to Buyer electronically using from each creditor to whom any Indebtedness is owed by the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon O-N Lime shall deliver and cause to be delivered the execution Sale Shares. (f) Sellers shall cause to be delivered an opinion of this Agreementcounsel for Sellers in form and substance as set forth in Exhibit A, hereto. (g) Buyer and Sellers will deliver to the Investor a legal opinion from Buyer’s counsel enter into an escrow agreement in the form annexed hereto of Exhibit B (the “Escrow Agreement”) with an escrow amount of Eight Hundred Thousand Dollars ($800,000) (the “Escrow Amount”) and The Bank of New York (the “Escrow Agent”) as Annex IIescrow agent and Buyer shall pay the Escrow Amount to the Escrow Agent. (h) Sellers shall, at their expense, deliver to Buyer: (i) Endorsements to Owner’s Policy of Title Insurance #37 0080 106 4499, dated December 22, 1995, issued by Chicago Title Insurance Company (the “Title Company”), insuring the interest of Global Stone St. Clair Inc., a Delaware corporation, in the described property (the “Title Policy”), which shall (i) change the effective date of the Title Policy to Closing Date and reflect only Permitted Exceptions, if any, and (ii) contain the agreement of the Title Company not to assert the provisions of Exclusions from Coverage 3(a), (b) or (e) (commonly called a Non-Imputation Endorsement); and (ii) An Aerial Photographic Overlay Survey showing the legal descriptions of the Owned Real Property and the Leased Real Property superimposed thereon, dated no earlier than December 15, 2005, prepared by Sxxxx Rxxxxxx Baldischwiler, LLC, of Oklahoma City, Oklahoma. (i) Sellers shall deliver to Buyer executed resignations of all officers and directors of the Company. (j) The Parties shall deliver to each other the documents required to be delivered at the Closing pursuant to this Agreement.

Closing Matters. (a) Within one business day of the date of this Agreement, Buyer shall deliver send the notice attached as Annex I 1 hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not on the date on which Buyer’s Trust Account is liquidated in connection with the consummation of the Merger, which consummation shall occur no later than 11:59 p.m. eastern standard time on the first to occur seventh day following Seller’s acquisition of (i) the first date any funds are disbursed Shares from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) stockholders (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Enterprise’s Trust Account in of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions It shall be a condition to the contraryobligation of Buyer on the one hand and Seller on the other hand, if to consummate the Merger is not consummatedtransfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, Buyer shall not be obligated unless waived in writing by the party to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each whom such Sharerepresentations and warranties are made. (d) In the event that the Merger is not consummated by midnight on November 7, 2009 and Buyer has not dissolved and liquidated its assets and paid Seller the liquidation value of its Shares by November 7, 2009, then Buyer shall pay to Seller in immediately available funds, until Buyer liquidates and distributes its assets to its stockholders, an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute its assets in accordance with Delaware law if the Merger is not consummated by 11:59 p.m. eastern standard time on October 30, 2009. (e) In the event that the Merger is consummated and Seller has not received the Aggregate Purchase Price on a timely basis on and the Closing DateFees by the seventh day following Seller’s acquisition of the Shares from Buyer’s Stockholders, then Migami Buyer shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.04.0% total amount of, of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate ofrate, the total Purchase Price Per for each Share paid held by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one two business day days of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall deliver send the notice attached as Annex I 1 hereto to ContinentalEnterprise's transfer agent. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer; provided, that the instructions shall not be effective until Closing. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than on within two business days of the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after that the Merger is abandoned, consummated (iv) the third such second business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (being the “Closing Date”). The Company shall use commercially reasonable efforts to cause the trust account to be liquidated on the Closing Date but in no event shall such liquidation occur more than one business day after the Closing Date. At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Trust Account in Enterprise's trust account of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller against the delivery of the Shares shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has the trust account does not received contain sufficient funds to satisfy the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami Buyer shall pay Seller, by wire transfer, such additional amounts from sources other than the trust account to Seller in immediately available funds an amount equal satisfy the Purchase Price. It shall be a condition to the lesser obligation of (i) 1.0% total amount ofBuyer on the one hand and Seller on the other hand, or (ii) to consummate the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all transfer of the Shares calculated from contemplated hereunder that the date other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such payment was required date, and that the other party shall have complied with all of its obligations hereunder, unless waived in writing by the party to be whom such representations and warranties are made through the date such payment or compliance is actually madepromised. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of a print out of the voting instruction with respect to the Shares held by Seller; and (ii) Buyer shall deliver send the notice attached as Annex I 1 hereto to ContinentalProspect’s transfer agent. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than on the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to on which Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension trust account is not approved, (iii) the fifth business day liquidated after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) consummated (the “Closing Date”). The Company shall use commercially reasonable efforts to cause the trust account to be liquidated on the date of the Merger but in no event shall such liquidation occur more than one business day after the Merger. At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Trust Account in Prospect’s trust account of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has the trust account does not received contain sufficient funds to satisfy the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami Buyer shall pay Seller, by wire transfer, such additional amounts from sources other than the trust account to Seller in immediately available funds an amount equal satisfy the Aggregate Purchase Price. It shall be a condition to the lesser obligation of (i) 1.0% total amount ofBuyer on the one hand and Seller on the other hand, or (ii) to consummate the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all transfer of the Shares calculated from contemplated hereunder that the date other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such payment was required date, unless waived in writing by the party to be made through the date whom such payment is actually representations and warranties are made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one business day of the date of this Agreement, Buyer shall deliver send the notice attached as Annex I 1 hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not on the date on which Buyer’s Trust Account is liquidated in connection with the consummation of the Merger, which consummation shall occur no later than 11:59 p.m. eastern standard time on the first to occur seventh day following the consummation of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Prospect’s Trust Account in of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions It shall be a condition to the contraryobligation of Buyer on the one hand and Seller on the other hand, if to consummate the Merger is not consummatedtransfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, Buyer shall not be obligated unless waived in writing by the party to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each whom such Sharerepresentations and warranties are made. (d) In the event that the Merger is not consummated by 11:59 p.m. eastern standard on November 14, 2009 and Buyer has not dissolved and liquidated its assets and paid Seller the liquidation value of its Shares by November 20, 2009, then Buyer shall pay to Seller in immediately available funds, until Buyer liquidates and distributes its assets to its stockholders, an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute its assets in accordance with Delaware law if the Merger is not consummated by 11:59 p.m. eastern standard time on November 14, 2009. (e) In the event that the Merger is consummated and Seller has not received the Aggregate Purchase Price on a timely basis on and the Closing DateFees by November 20, 2009, then Migami Buyer shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.04.0% total amount of, of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate ofrate, the total Purchase Price Per for each Share paid held by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. 7.1 The Closing Subject to the termination of this Agreement as provided in Article X (Termination) below, the Closing will take place on the Closing Date at the offices of Xxxxx & XxXxxxxx, Suite 2100, 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx and at a time to be mutually agreed upon by the parties. The Closing Date shall be no later than the fifth (5th) Business Day after all conditions precedent set forth herein shall have been satisfied or waived, unless another place, time and date is mutually selected by MDL and TSA. Concurrently with the Closing, the Articles of Arrangement giving effect to the Plan of Arrangement will be filed with the Registrar under the ABCA. 7.2 Ancillary Agreements/Reservation of Shares (a) Within one business day of Provided that the date conditions set forth in Articles VIII and IX (Conditions Precedent) of this AgreementAgreement have been satisfied or waived, Buyer shall deliver MDL shall, on the notice attached as Annex I hereto Closing Date, file the Articles of Arrangement giving effect to Continentalthe Plan of Arrangement pursuant to the ABCA. (b) Prior to Provided that the Closingconditions set forth in Articles VIII and IX (Condition Precedent) of this Agreement have been satisfied or waived, Seller on the Closing Date the following Ancillary Agreements shall deliver or cause to be executed and delivered to Buyer appropriate instructions for book entry transfers of ownership of by the Shares from Seller to Buyer.parties thereto: (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) The TSA Companies shall execute and deliver the first date any funds are disbursed from Support Agreement; (ii) The TSA Companies and the Trustee shall execute and deliver the Voting and Exchange Trust AccountAgreement; and (iii) The TSA Companies, except if the Extension is approvedShareholder Agent and the Escrow Agent shall execute and deliver the Escrow Agreement. On or before the Closing Date, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12the board of directors of TSA shall have adopted a resolution (i) designating and issuing the TSA Special Voting Share (as defined in the Plan of Arrangement), 2010and such resolution shall be in full force and effect, (ii) February 18authorizing the issuance of such number of TSA Class A Common Shares as shall be required to accommodate any acquisition of MDL Class A Shares or the immediate exchange of Exchangeable Shares, 2010 if the Extension is not approved, and (iii) adopting the fifth business day after MDL Stock Option Plan and authorizing the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion issuance of the Fees by wire transferReplacement TSA Options. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein On or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on before the Closing Date, then Migami TSA shall pay have reserved for issuance such number of TSA Class A Common Shares as shall be necessary to Seller in immediately available funds an amount equal give effect to the lesser exchanges contemplated hereby and by the Plan of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually madeArrangement. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one two business day days of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall deliver send the notice attached as Annex I 1 hereto to ContinentalEnterprise’s transfer agent. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer; provided, that the instructions shall not be effective until Closing. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than on the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to on which Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension trust account is not approved, (iii) the fifth business day liquidated after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) consummated (the “Closing Date”). The Company shall use commercially reasonable efforts to cause the trust account to be liquidated on the Closing Date but in no event shall such liquidation occur more than one business day after the Closing Date. At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Trust Account in Enterprise’s trust account of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller against the delivery of the Shares shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has the trust account does not received contain sufficient funds to satisfy the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami Buyer shall pay Seller, by wire transfer, such additional amounts from sources other than the trust account to Seller in immediately available funds an amount equal satisfy the Purchase Price. It shall be a condition to the lesser obligation of (i) 1.0% total amount of, or (ii) Buyer on the highest lawful rate of, one hand and Seller on the total Purchase Price Per Share paid by Seller for all other hand,” to consummate the transfer of the Shares calculated from contemplated hereunder that the date other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such payment was required date, unless waived in writing by the party to be made through the date whom such payment is actually representations and warranties are made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one two business day days of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall deliver send the notice attached as Annex I 1 hereto to ContinentalProspect’s transfer agent. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than within two business days of the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after that the Merger is abandoned, consummated (iv) the third such second business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (being the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the Trust Account in Prospect’s trust account of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding For purposes of clarity, and notwithstanding anything herein or in the Irrevocable Instructions this Agreement to the contrary, if in the event the closing of the Merger is does not consummatedoccur by November 14, 2009, this Agreement shall be null and void, ab initio, and no party hereto shall have any rights or obligations under this Agreement. It shall be a condition to the obligation of Buyer shall not be obligated on the one hand and Seller on the other hand, to pay consummate the Seller for each Share more than transfer of the pro rata amount held in Shares contemplated hereunder that the Trust Account at the time of Buyerother party’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis representations and warranties are true and correct on the Closing DateDate with the same effect as though made on such date, then Migami and that the other party shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for have complied with all of its obligations hereunder, unless waived in writing by the Shares calculated from the date party to whom such payment was required to be representations and warranties are made through the date such payment or compliance is actually madepromised. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. (a) Within one business day The Pre-Closing Company Members and the Company shall cause the Pre-Closing Company LLC Agreement to be amended and restated to be in the form of the date Post-Closing Company LLC Agreement and, in connection therewith, all of the Pre-Closing Company Common Units held by the applicable Pre-Closing Company Members shall be re-classified into a number of Post-Closing Company Class B Units, calculated as a function of the Equity Value, as set forth next to such Pre-Closing Company Member’s name on the allocation schedule attached to this AgreementAgreement as Schedule I (as may be updated pursuant to Section 2.5(c)), Buyer shall deliver in each case, free and clear of all Liens other than restrictions pursuant to the notice attached as Annex I hereto to ContinentalCompany’s Governing Documents, applicable Securities Laws, this Agreement and the Ancillary Documents. (b) Prior No later than three (3) Business Days prior to the Closing, Seller ACT shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership the Company a reasonably detailed calculation of the Shares from Seller Closing Date Contribution Amount (the “Aggregate Transaction Proceeds Schedule”), including each subcomponent thereof, and reasonably detailed supporting documentation. ACT may update the Aggregate Transaction Proceeds Schedule if any of the calculations or amounts shown therein are incorrect as a result of changes in the number of Pre-Closing ACT Shareholders participating in the ACT Shareholder Redemption, not later than one (1) Business Day prior to Buyerthe Closing Date. (c) The closing of Company may update the purchase allocation schedules attached to this Agreement as Schedule I and sale of the Shares (“Closing”) will occur not later than the first Schedule II to occur of reflect (i) any correction of any mis-calculations or other error in the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010amounts shown therein, (ii) February 18, 2010 if the Extension is not approvedadditional accrual of interest on convertible securities following the date hereof, (iii) the fifth business day after issuance of Pre-Closing Company Units permitted by the Merger is abandoned, terms of this Agreement or (iv) an election by the third business day after Company to receive, as part of the Merger is Closing Date Equity Contribution, a number of Post-Closing ACT Class A Shares in lieu of shares of Post-Closing ACT Class B Shares, in each case, not approved by Buyer’s shareholders and later than five (v5) February 22, 2010 as such date may be adjourned pursuant Business Days prior to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer ACT shall contribute to the Company the Closing Date Contribution Amount and, in consideration thereof, the Company shall issue to ACT a number of Post-Closing Company Class A Units, calculated as set forth on Schedule I (as updated, if applicable), free and Migami shall pay Seller clear of all Liens other than restrictions pursuant to the Aggregate Purchase Price Company’s Governing Documents, applicable Securities Laws, this Agreement and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such ShareAncillary Documents. (d) In At the event that Seller has not received Closing, ACT shall contribute to the Aggregate Purchase Price on a timely basis Company the number of shares of Post-Closing ACT Class A Shares (to the extent elected by the Company pursuant to Section 2.5(c)), Post-Closing ACT Class B Shares and Post-Closing ACT Class D Shares, in each case, as set forth on the allocation schedule attached to this Agreement as Schedule II (as may be updated pursuant to Section 2.5(c)), free and clear of all Liens other than restrictions pursuant to ACT’s Governing Documents (the “Closing DateDate Equity Contribution” and, then Migami such shares, the “Contributed ACT Shares”). Immediately following the Closing Date Equity Contribution, the Company shall distribute the Contributed ACT Shares to the holders of the Pre-Closing Company Common Units in accordance with the terms of the Post-Closing Company LLC Agreement (the “Special Equity Distribution”). Following the Special Equity Distribution, ACT shall make appropriate book entries to the accounts (as designated in writing by the applicable Pre-Closing Company Members at least five (5) Business Days prior to Closing) evidencing the ownership by the applicable Pre-Closing Company Members of the Contributed ACT Shares. (e) At the Closing, ACT shall pay or cause to Seller in be paid by wire transfer of immediately available funds an amount equal to the lesser of (i) 1.0% total all documented out-of-pocket fees, expenses and disbursements of the Company for outside counsel and, to the extent required to be paid or reimbursed by the Company, of the Post-Closing Company Members for outside counsel, in each case, incurred in connection with the transactions contemplated by this Agreement and the Ancillary Documents and fees and expenses of the Company for any other agents, advisors, consultants, experts and financial advisors employed by the Company incurred in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (ii) subject to the terms of the Sponsor Letter Agreement, all reasonable, documented out-of-pocket fees, expenses and disbursements of ACT or the ACT Sponsor for outside counsel and fees and expenses of ACT or the ACT Sponsor for any other agents, advisors, consultants, experts and financial advisors employed by or on behalf of ACT or the ACT Sponsor incurred in connection with the transactions contemplated by this Agreement and the Ancillary Documents, in each case of clauses (i) and (ii), pursuant to the written instruction of the Company received no later than three (3) Business Days prior to the Closing (along with reasonably detailed supporting documentation). (f) If, between the date of this Agreement and the Closing, the outstanding Pre-Closing ACT Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, change to capitalization, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount ofcontained herein which is based upon the number of Pre-Closing ACT Shares will be appropriately adjusted to provide to the Pre-Closing Company Members and ACT the same economic effect as contemplated by this Agreement; provided, however, that this Section 2.5(f) shall not (i) be construed to permit ACT or the Company to take any action with respect to their respective Equity Securities that is prohibited by the terms and conditions of this Agreement, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver apply to the Investor a legal opinion from Buyer’s counsel Domestication or any other transactions expressly contemplated by this Agreement or any Ancillary Document to the extent consummated in accordance with the form annexed hereto terms contemplated by this Agreement and/or such Ancillary Document, as Annex IIapplicable.

Closing Matters. (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall deliver send the notice attached as Annex I hereto to ContinentalTrustee. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not on the date on which Buyer’s Trust Account is liquidated in connection with the consummation of the Acquisition, which shall occur no later than 11:59 p.m. eastern daylight time on September 28, 2009 (or 11:59 p.m. eastern daylight time on September 30, 2009 in the first to occur of (i) event that the first date any funds are disbursed from the Trust Account, except if the Extension Acquisition is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(nBuyer stockholders) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments transfer from the Buyer to the Seller shall be made from the HACI’s Trust Account in of immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller against delivery of the Shares shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions It shall be a condition to the contraryobligation of Buyer on the one hand and Seller on the other hand, if to consummate the Merger is not consummatedtransfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, Buyer shall not be obligated unless waived in writing by the party to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each whom such Sharerepresentations and warranties are made. (d) In the event that the Acquisition is not consummated by 11:59 p.m. eastern daylight time on September 28, 2009 (or 11:59 p.m. eastern daylight time on September 30, 2009 in the event that the Acquisition is approved by Buyer stockholders) and Buyer has not dissolved and liquidated its assets by September 30, 2009, then Buyer shall pay to Seller in immediately available funds, until Buyer liquidates and distributes its assets to its stockholders, an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was required to be made through the date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute its assets in accordance with Delaware law if the Acquisition is not consummated by 11:59 p.m. eastern daylight time on September 28, 2009 (or 11:59 p.m. eastern daylight time on September 30, 2009 in the event that the Acquisition is approved by Buyer stockholders). (e) In the event that the Acquisition is consummated and Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Dateby September 30, 2009, then Migami Buyer shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.04.0% total amount of, of the Purchase Price Per Share per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate ofrate, the total Purchase Price Per for each Share paid held by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.