Common use of Closing Obligations Clause in Contracts

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. (a) At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and will deliver to Buyer: (i) Certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer or its designee, free of all encumbrances; (ii) The officer’s certificate described in Section 7.1(c) of this Agreement, duly executed by an Assignment, Bxxx authorized officer of Sale and Conveyance Seller; (iii) Copies of (x) the resolutions of the Assetsboard of directors of Vesta Insurance Group, effective Inc., Vesta Fire and Seller and the shareholder of Seller, certified as being correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement and the other documents provided for herein, and the consummation of the transactions provided for herein and therein and (y) the charter and bylaws of Seller, certified by the Secretary of Seller as being true, correct and complete as of the Effective Time Closing Date; (iv) The Surplus Debentures, together with an assignments thereof to Buyer Buyer, duly executed by an authorized officer of Seller. (v) Resignations of all directors and officers of AFL and Laurel who are not employees of AFL as of the date of this Agreement; (vi) Termination with respect to the Insurance Companies of Vesta Insurance Group, Inc.’s consolidated tax allocation agreement disclosed at Section 3.12(p); (vii) The third-party waivers or consents listed on Schedule 3.6; (viii) The SAP Statements for any quarterly period ending more than 45 days prior to the Closing Date; (ix) The Escrow Agreement and any other Ancillary Agreements contemplated by the parties in sufficient counterparts connection with this transaction to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assetswhich Seller is a party; and (iix) such Such other assignments, bills documents or approvals as Seller deems reasonably necessary or as Buyer may reasonably request for the purposes of sale, consummating or deeds necessary to transfer facilitating the Assets to Buyer, including without limitation consummation or performance of any conveyances on official forms and related documentation necessary to transfer of the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);transactions provided for herein or contemplated hereby. (b) At Closing, Buyer shall will deliver to Seller Seller: (i) The Cash Closing Payment; (ii) The officer’s certificate described in Section 6.1(c) of this Agreement, duly executed by an authorized officer of Buyer; (iii) Copies of (x) the cash portion resolutions of the Purchase Price board of directors of SLIB and Buyer and the shareholders of Buyer, certified as being correct and complete and then in immediately available fundsfull force and effect, less authorizing the amount execution, delivery and performance of this Agreement and the Deposit and any additional deposit paid to Seller pursuant to Section 10.1other documents provided for herein, and the Purchase Price Unitsconsummation of the transactions provided for herein and therein and (y) the charter and bylaws of Buyer, certified by the Secretary of Buyer as being true, correct and complete as of the Closing Date; and (iv) The Escrow Agreement and any other Ancillary Agreements contemplated by the parties in connection with this transaction to which Buyer is a party; (v) Such other documents as Seller may reasonably request for the purposes of facilitating the consummation or performance of any of the transactions provided for herein or contemplated hereby. (c) Seller shall At Closing, Buyer will deliver the Escrowed Closing Payment to Buyer possession the escrow account pursuant to the terms of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerEscrow Agreement.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeexecute and deliver, acknowledge or cause to be executed and deliver to Buyer (i) an Assignmentdelivered, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Seller Closing Deliveries; (b) Buyer shall deliver the Purchase Price to the account at a bank designated by Seller, for the benefit of Seller or Seller’s lender, in Current Funds, and Buyer shall pay the Taxes required to be paid by Buyer in connection with the Closing under Section 7.3 of this Agreement and Buyer shall pay the other Buyer Closing Payments as required hereby, (c) Buyer shall execute and deliver, or cause to be executed and delivered, to Seller the cash portion of Buyer Closing Deliveries and pay the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsBuyer Closing Payments; (cd) Seller shall deliver to Buyer possession copies of the Assetsall Additional Required Consents obtained prior to Closing pursuant to Section 3.2 of this Agreement; (de) Seller and Buyer shall execute cause the following documents (collectively, the “Recorded Documents”) to be recorded in the applicable real estate records of Sublette County, Wyoming (the “Real Estate Records”), in the following order: (i) the BLM Easement Assignment to Ultra Resources, (ii) the Assignment of Xxxxxx Easements to Ultra Resources, (iii) the Release of Nerd Farm Easement and deliver letters in lieu directing all purchasers Transfer of production to pay Buyer Improvements; (iv) the proceeds attributable to production from Lien Releases, and (v) a memorandum of termination of the Assets from LGS Lease (the “Memorandum of Termination”) and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state pay all fees and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;costs for such recording; and (f) Seller Seller, as agent for Buyer for this limited purpose, shall deliver to BLM and provide to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of (i) the CodeBLM Easement Assignment to Ultra Resources which is not a Recorded Document and (ii) the BLM Request for Consent to Assignment to Ultra Resources, in the form of Exhibit D (“FIRPTA Certificate”); (g) and Buyer shall prepare pay all fees and Seller shall execute and deliver to Buyer all forms necessary costs for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch filing.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Parent will deliver to BuyerBuyer and Buyer UK Sub: (i) an Assignment, Bxxx certificates representing the Shares and duly executed share transfer forms for the Shares in respect of Sale and Conveyance of the Assets, effective as of the Effective Time their transfer to Buyer UK Sub; (in sufficient counterparts ii) the Investor Rights Agreement executed by Parent; (iii) the Escrow Agreement executed by Parent; (iv) a certificate (reasonably satisfactory to facilitate filing Buyer and recording) substantially in containing Company’s calculations and back-up documents), was delivered prior to Closing setting forth the form of Exhibit C conveying the AssetsEstimated Working Capital Statement; and (iiv) such other assignments, bills documents as Buyer may reasonably request for the purpose of sale, facilitating the consummation or deeds necessary to transfer performance of any of the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Contemplated Transactions. (b) Buyer shall and Buyer UK Sub will deliver to Seller Parent: (i) a cash payment of US $11,000,000 ($1,100,000 delivered to the cash portion of the Purchase Price Escrow Agent and $9,900,000 delivered to Parent) in immediately available fundsfunds by wire transfer to Escrow Agent and Parent (or as Parent directs), less the amount of the Deposit and any additional deposit paid to Seller as applicable, as adjusted pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”2.6(a); (gii) Parent’s Short Term Notes in the principal amount equal to US $4,000,000, executed by Buyer; (iii) Parent’s A-Notes in the aggregate principal amount equal to US $11,950,000 (US $1,595,000 to be deposited with the Escrow Agent and US $10,355,000 to be delivered to Parent), executed by Buyer; (iv) an aggregate of 966,666 shares of Buyer’s Series B Preferred Stock (869,999 delivered to Parent and 96,667 delivered to Escrow Agent); (v) the Escrow Agreement executed by Buyer shall prepare and Seller shall execute Escrow Agent, together with the delivery of the Escrow Deposits to be held and deliver to Buyer all forms necessary for Buyer to assume operations on distributed by Escrow Agent in accordance with the Assets Escrow Agreement; (vi) the Investor Rights Agreement executed by Buyer; (vii) copy of the Certificate of Designation of Buyer’s Series B Preferred Stock as agreed to filed with and certified by the PartiesDelaware Secretary of State; (viii) an assumption agreement whereby Buyer UK Sub assumes from Parent, Parent’s obligations under the Remaining Inter-Company Receivable; and (hix) Seller shall deliver to Buyer such other documents as Parent may reasonably request for the certificates for all purpose of facilitating the consummation of any of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerContemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Members, as the case may be, shall execute, acknowledge and deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) an Assignment, Bxxx a xxxx of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets that are Tangible Personal Property in the form of Exhibit C conveying 1.7(a)(i) (the Assets; and“Xxxx of Sale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 1.7(a)(ii) (the “Assignment and Assumption Agreement”) executed by Seller; (iii) for each interest in Real Property identified on Schedule 1.1(a), a recordable warranty deed, an Assignment and Assumption of Lease in the form of Exhibit 1.7(a)(iii) or such other assignmentsappropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 1.7(a)(iv) executed by Seller; (v) such other deeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) noncompetition agreements in accordance with requirements the form of governmental regulations Exhibit 1.7(a)(vi), executed by Seller and each Member (collectively, the “ConveyancesNoncompetition Agreements”); (vii) an escrow agreement in the form of Exhibit 1.7(a)(vii), executed by Seller and each Member and the escrow agent (the “Escrow Agreement”); (viii) a certificate executed by Seller and each Member to the accuracy of their representations and warranties as of the Closing; and (ix) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of managers and members approving the execution and delivery of this Agreement and the consummation of the Acquisition and the change of name contemplated by Section 4.2 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Acquisition and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body. (b) Buyer shall deliver to Seller and Members, as the cash portion of case may be: (i) the Purchase Price in immediately available fundsEscrow Agreement, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, executed by Buyer and the Purchase Price Unitsescrow agent,; (cii) Seller shall deliver to Buyer possession of the AssetsAssignment and Assumption Agreement executed by Buyer; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeNoncompetition Agreements executed by Buyer; (eiv) a certificate executed by Buyer shall deliver as to Seller evidence the accuracy of appropriate federal, state its representations and local bonds relating to ownership warranties as of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesClosing; and (hv) Seller shall deliver to Buyer the certificates for all a certificate of the GMO Stock Secretary of Buyer certifying, as complete and all accurate as of the MV Stock properly executed for assignment Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of managers approving the execution and delivery of this Agreement and the consummation of the Acquisition and certifying to Buyerthe incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Acquisition. Together with this Agreement, all such agreements, certificates and documents shall constitute the “Acquisition Documents”.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller EXCO and BG shall execute, acknowledge and deliver to Buyer (i) an the Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer EXCO and BG shall execute and deliver an acknowledgement of the Preliminary Settlement Statement; (c) BG shall deliver to Seller EXCO to the cash portion of accounts designated in the Purchase Price Preliminary Settlement Statement, by direct bank or wire transfer in immediately available same day funds, the Adjusted Closing Cash Consideration, less the amount of the Deposit, and BG and EXCO shall deliver instructions to the Escrow Agent authorizing the release of the Deposit and any additional deposit paid to Seller EXCO pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession terms of the AssetsEscrow Agreement; (d) Seller and Buyer EXCO shall execute and deliver on forms reasonably acceptable to the Parties transfer orders or letters in lieu thereof directing all purchasers of production to pay Buyer make payment to the Reorganized Entities (other than Midstream LLC) of the proceeds attributable to production from the Non-Operating Assets from and after the Effective Time, for delivery by such Persons to the purchasers of production; (e) Buyer EXCO shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsan executed statement described in Treasury Regulation § 1.1445-2(b)(2); (f) Seller EXCO shall cause the Reorganized Subs, BG shall cause the Newcos, and each of EXCO and BG shall cause the Operator, to execute and deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”)Joint Development Agreement; (g) Buyer EXCO and BG shall, and shall prepare cause Operator to, execute and Seller deliver the Operator LLC Agreement. (h) EXCO and BG shall, and shall cause Midstream LLC to, execute and deliver the Midstream LLC Agreement, and the other Ancillary Agreements; (i) BG shall execute and deliver to Buyer all forms necessary for Buyer to assume operations a certificate from an officer of BG certifying on behalf of BG that the Assets as agreed to conditions set forth in Section 8.1 and Section 8.2 have been fulfilled by BG; (j) EXCO shall execute and deliver a certificate from an officer of EXCO certifying on behalf of EXCO that the conditions set forth in Section 7.1 and Section 7.2 have been fulfilled by EXCO; (k) BG shall deliver a certificate duly executed by the Partiessecretary or any assistant secretary of BG, dated as of the Closing, (i) attaching, and certifying on behalf of BG as complete and correct, copies of (A) the certificate of formation and limited liability company agreement of BG, each as in effect as of the Closing, and (B) the resolutions of the members of BG authorizing the execution, delivery and performance by BG of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of BG the incumbency of each officer of BG executing this Agreement or any document delivered in connection with the Closing; (l) EXCO shall deliver a certificate duly executed by the secretary or any assistant secretary of EXCO, dated as of the Closing, (i) attaching, and certifying on behalf of EXCO as complete and correct, copies of (A) the certificate of incorporation and the bylaws of EXCO, each as in effect as of the Closing, and (B) the resolutions of the board of directors of EXCO, authorizing the execution, delivery and performance by EXCO of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of EXCO the incumbency of each officer of EXCO executing this Agreement or any document delivered in connection with the Closing; (m) EXCO shall deliver a recordable release of any pledges, trusts, mortgages, financing statements, fixture filings and security agreements made by EXCO or its Affiliates affecting the Subject Membership Interests, Subject Non-Operating Assets, Operating Assets, Gathering Assets or other assets to be owned by the Newcos, the Operator and Midstream LLC and relating to the EXCO Debt Instruments; (n) EXCO shall have delivered to BG the resignations of all of the managers and officers and terminations of all outstanding powers of attorney of the Newcos, Operator and Midstream LLC, effective upon the consummation of the Closing, unless EXCO and BG otherwise agree in writing; (o) EXCO and BG shall execute and deliver, and/or cause their applicable Affiliates to execute and deliver, a tax partnership agreement in substantially the form of the tax partnership agreement attached to the Joint Development Agreement as Exhibit “G” thereto; and (hp) Seller BG shall cause BG North America, LLC to execute and deliver to Buyer EXCO a guaranty in substantially the certificates for all form of the GMO Stock guaranty attached hereto as Exhibit K-1, and all EXCO shall cause EXCO Parent to execute and deliver to BG a guaranty in substantially the form of the MV Stock properly guaranty attached hereto as Exhibit K-2; and (q) EXCO and BG shall execute and deliver any other Transaction Documents and other agreements, instruments and documents which are required by other terms of this Agreement to be executed for assignment to Buyerand/or delivered at the Closing.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) A. Seller shall execute, acknowledge and deliver to Buyer (i) , an Assignment, Bxxx Xxxx of Sale and Conveyance with a special warranty of title by, through and under Seller in the Assets, effective form attached as Exhibit F conveying the Assets to Buyer as of the Effective Time Time. B. Seller shall execute, acknowledge and deliver to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in Buyer, assignments on the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds required governmental forms necessary to transfer convey the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) C. Seller and Buyer shall execute and deliver letters the Preliminary Settlement Statement. D. Buyer shall deliver the Closing Amount to the account at the bank designated by Seller in lieu directing all purchasers of production writing, by wire transfer in immediately available funds, or by such other method as agreed to pay by the Parties. E. Buyer and Seller shall execute instructions to the proceeds attributable Escrow Agent to production from wire the Assets from and after funds in the Effective Time;Escrow Account to Seller. (e) F. Buyer shall deliver to Seller evidence of appropriate federal, state the Officer’s Certificate in form and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;substance as set forth in Exhibit G. (f) G. Seller shall deliver to Buyer certificates substantiating non-foreign status the Officer’s Certificate in accordance with Treasury Regulations under Section 1445 of the Code, form and substance as set forth in the form of Exhibit D (“FIRPTA Certificate”);H. (g) Buyer shall prepare and H. Seller shall execute and deliver to Buyer an affidavit of non-foreign status and no requirement for withholding under Section 1445 of the Code in the form attached as Exhibit I. I. Seller shall prepare, execute and deliver to Buyer appropriate letters-in-lieu of transfer orders. J. Buyer and Seller shall execute all forms documents necessary for Buyer to assume transfer operations on the Seller Operated Assets as agreed to by the Parties; andBuyer or Buyer’s designated operator. (h) K. Seller shall make the Records available for pick up by Buyer at Closing to the extent possible, but in any event, within five business days after Closing. L. Seller and Buyer shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Each of Optionor exercising the Option and the Tagging Optionor, if applicable, shall execute, acknowledge and deliver to Buyerthe Optionee: (i) an Assignmentduly endorsed stock certificates, Bxxx of Sale stock powers and/or such other documents as the Optionee may reasonably request to effectuate and/or evidence such assignment and Conveyance of transfer; (ii) such other documents, instruments and certificates as the AssetsOptionee may reasonably request, effective including, without limitation, recording and transfer forms; (iii) a certificate executed by such Optionor in the form attached hereto as Exhibit D representing and warranting to the Optionee that: (a) such Optionor’s and its Controlled Stockholders’ representations and warranties in this Agreement were accurate as of the Effective Time date of this Agreement and are accurate as of the Closing Date as if made on such date; and (b) such Optionor has performed, and is in compliance with, all covenants and agreements contained in this Agreement required to Buyer be performed by or complied with by it on or prior to the Closing Date; and (b) The Optionee shall deliver to each of such Optionor and the Tagging Optionor, if applicable: (i) the Closing Consideration in sufficient counterparts to facilitate filing and recording) substantially cash by depositing, by bank wire transfer, in immediately available funds in the form account(s) of Exhibit C conveying such Optionor, which account or accounts shall be designated by such Optionor in writing to the AssetsOptionee at least five (5) Business Days prior to the Closing Date; and (ii) a certificate executed by the chief executive officer or the chief financial officer of the Optionee in the form attached hereto as Exhibit E representing and warranting to such other assignments, bills Optionor that: (a) the Optionee’s representations and warranties in this Agreement were accurate as of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances date of this Agreement and are accurate as of the Closing Date as if made on official forms such date; and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1Optionee has performed, and the Purchase Price Units; (c) Seller shall deliver is in compliance with, all covenants and agreements contained in this Agreement required to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production be performed or complied with by it on or prior to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerDate.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeSellers will execute and deliver, acknowledge or cause to be executed and deliver delivered, to BuyerTOG: (i) an Assignmentcertificates representing the Shares, Bxxx of Sale duly endorsed (or accompanied by duly executed stock powers) for transfer to TOG; (ii) employment agreements between TOG and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially each Seller in the form of Exhibit C conveying the Assets; and (ii2.4(a)(ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, “Employment Agreements”) (iii) the Escrow Agreement among TOG, the Sellers and the escrow agent; (iv) a registration rights agreement among TOG and the Sellers in the form of Exhibit 2.4(a)(iv) (the “ConveyancesRegistration Agreement”); (bv) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, a lease agreement between OSTI and the Purchase Price Units; Sellers (cor their designee) Seller shall deliver with respect to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, Freeport Facility in the form of Exhibit D 2.4(a)(v) (the “FIRPTA CertificateFreeport Lease”); (gvi) Buyer shall prepare a lease agreement between OSTI and Seller shall execute and deliver the Sellers (or their designee) with respect to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by North Buffalo Facility in the Partiesform of Exhibit 2.4(a)(vi) (the “North Buffalo Lease”); and (hvii) Seller shall deliver such certificates of Sellers and Acquired Companies and other documents as TOG or its counsel may reasonably require to Buyer consummate the certificates for all transactions contemplated hereby. (b) TOG will execute and deliver, or cause to be executed and delivered, to Sellers: (i) that number of shares of TOG Stock having an aggregate Market Value of $4,000,000 plus the amount of the GMO Stock Transaction Fees (as defined in Section 12.1), and all further subject to Section 5.11 below, issued to each Seller in accordance with his respective Pro Rata Share; (ii) Cash in an aggregate amount equal to $23,000,000 minus the amount of the MV Stock properly executed for assignment Transaction Fees, and further subject to BuyerSection 5.11 below, to be paid to Sellers in immediately available funds by wire transfer to each Seller in accordance with his respective Pro Rata Share; (iii) the Escrow Agreement, along with the deposit of cash in an aggregate amount equal to $3,000,000 by wire transfer to the escrow agent to be held pursuant to the terms thereto; (iv) the Employment Agreements; (v) the Registration Agreement; (vi) the New Leases; and (vii) such certificates of TOG, legal opinions and other documentation as Sellers and their counsel may reasonably require to consummate the transactions contemplated hereby.

Closing Obligations. (a) At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerBuyer the following: (i) an Assignment, Bxxx Executed Assignments and Bills of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Properties in the form of attached hereto as Exhibit C conveying the Assets; andB; (ii) such other assignmentsExecuted letters-in-lieu of transfer orders, bills directing that all proceeds of sale, or deeds necessary production from the Properties attributable to transfer periods after the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets Effective Time be paid to Buyer in accordance with requirements as of governmental regulations and after the Effective Time (collectively, the “ConveyancesLetters in Lieu”); (iii) Executed releases of any and all Liens on the Properties, including, without limitation, those Liens held by Texas Capital Bank; (iv) The Closing Settlement Statement executed by Seller; (v) Possession of the Properties; (vi) A certificate of non-foreign status of Seller that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2); and (vii) The Records shall be made available at their present location(s) within one Business Day of the Closing in order to give Buyer the opportunity to move such Records, at Buyer’s expense, to the location of Buyer’s choice. To the extent not obtained or satisfied one day after Closing, Seller agrees to continue to cooperate with Buyer’s efforts to obtain for Buyer access to files, records and data relating to the Properties in the possession of third parties. (b) At Closing, Buyer shall deliver to Seller the cash portion following: (i) An amount equal to the Closing Payment, as adjusted pursuant to Sections 3.3 (a) and (b), as shown on the Closing Settlement Statement, by wire transfer of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller funds pursuant to Section 10.1, and wire transfer instructions delivered to Buyer prior to the Purchase Price UnitsClosing Date; (cii) Seller shall deliver to Buyer possession An executed Assignment and Xxxx of Sale of the AssetsProperties in the form attached hereto as Exhibit B; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the The Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to Settlement Statement executed by the PartiesBuyer; and (hiv) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly Letters-in-Lieu executed for assignment to by Buyer.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the AssetsAssets with special warranty of title; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller (i) certificates for an aggregate of forty-five thousand nine hundred nine-eighty (45,998) validly issued, fully paid and non-assessable Common Units registered in the name of the Seller (or its designee(s), provided that each such designee is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended); (ii) the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and ; and (iii) the Purchase Price Units;Note. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) Buyer an Assignmentassignment, Bxxx conveyance and xxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) sale substantially in the form of set forth on Exhibit C F (the “Assignment”), conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets Properties to Buyer, including without limitation any conveyances on official forms which shall have attached thereto, among other things, an exhibit which specifically describes the Leases by date, parties and related documentation necessary to transfer recording data, and describes the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Xxxxx. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer exclusive possession of the Assets;Properties and the original of all of the Records relating or pertaining to any of the Properties other than proprietary data relating to any on-going business of Seller in regard to the Properties. (dc) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer transfer orders or letters in lieu thereof substantially in the form set forth on Exhibit G directing all forms necessary purchasers of production to make payment to Buyer of proceeds attributable to production after the Effective Time from the Properties. (d) Buyer shall pay the Purchase Price (as adjusted herein) to Seller by means of a wire transfer in accordance with the Closing Settlement Statement. Buyer shall have no liability as to how the Purchase Price is divided or allocated by or among each Person for whom Seller beneficially holds record title to the Properties. (e) Seller shall transfer all suspense accounts maintained by it for any of the Properties to Buyer, along with all information, records and data in Seller’s possession relating thereto. (f) Each entity comprising Seller shall execute, acknowledge and deliver to Buyer an affidavit as described in Treasury Regulation §1.1445 2(b)(2), substantially in the form of Exhibit H, certifying that Seller is not a “foreign person” within the meaning of the Code. (g) Buyer shall have received a resolution from the governing body of Seller or other evidence of Seller’s authority pursuant to assume operations on its governing documents to enter into this Agreement and close the Assets as agreed to by the Parties; andtransactions contemplated herein. (h) Each entity comprising Seller shall execute and deliver to Buyer the officer’s certificate described in Section 8.1(d). (i) Buyer shall execute and deliver to Seller the officer’s certificate described in Section 8.2(d). (j) For all Xxxxx and Leases for which Seller or its Affiliate is the designated operator, Seller shall execute and deliver to Buyer: (i) a validly executed blanket P-4 transfer designating Buyer as operator of the Xxxxx and Leases with the Texas Railroad Commission and (ii) any other forms or documents required to designate Buyer as operator of such Xxxxx and Leases. (k) Seller shall deliver to Buyer a release, executed by the certificates for appropriate parties, in form and substance reasonably acceptable to Buyer, releasing any and all Indebtedness encumbering the Properties. (l) Seller shall execute and deliver to Seller a statement of termination of the GMO Stock and all Reef Exploration Operating Agreement, executed by each party thereto, substantially in form of the MV Stock properly executed for assignment to Buyer.Exhibit I.

Closing Obligations. At ClosingClosing and, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the othersextent possible, simultaneously: (a) 7.2.1 The Seller shall execute, acknowledge and deliver to BuyerWireCo the following: (i) an Assignment, Bxxx share certificates of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; andHoldCo Shares duly endorsed; (ii) such the share, accessory contributions and shareholder loans purchase and sale agreement or transfer instrument duly executed; (iii) a request addressed to HoldCo for the registration of the transfer of ownership to WireCo of the HoldCo Shares, pursuant to article 102, 2, c), of the Portuguese Securities Code; (iv) resignation letters of all members of the social bodies of HoldCo, COS, AMS, C&L and Xxxxxxxx Holland (except from the managing director of Xxxxxxxx Xxxxxxx), in the Agreed Form, confirming that they have no claim against the said companies for compensation for loss of office (whether contractual, statutory or otherwise), unfair dismissal, redundancy or otherwise and also that no arrangement is outstanding under which those companies have or may have any obligation to them; (v) if requested by WireCo, the resignation of the auditors of Xxxxxxxx Holland; (vi) the COS Group Companies’ books (including, but not limited to, minutes books of the board of directors, minutes books of the general meeting of shareholders, ledger of shares or shareholders’ register book), the share certificates of COS, and up-to-date certificate of the commercial register of each of the COS Group Companies; (vii) a certified copy of board minutes of the Seller in the Agreed Form authorising the execution of and the performance of its obligations under this Agreement and each ancillary document relating to the Transaction; (viii) a copy of the Closing Confirmation Notice signed by the Seller; (ix) a legal opinion issued by Xxxxxx xx Xxxxx e Associados – Sociedade Advogados, RL in the Agreed Form and updating the opinion given by the same firm as of the date of this Agreement. 7.2.2 WireCo shall deliver to the Seller a copy of either a quota holder general meeting minutes approving the undertaking of obligations under and the execution of this Agreement and each ancillary documents relating to this transaction or any other assignments, bills document in substitution for the same and a copy of sale, or deeds necessary the Closing Confirmation Notice signed by the Purchaser. 7.2.3 WireCo shall deliver to transfer the Assets Seller the share and accessory contributions and shareholder loans purchase and sale agreement duly executed; 7.2.4 WireCo shall pay the Purchase Price to Buyer, including without limitation any conveyances on official forms the Escrow Bank Account and related documentation necessary to transfer the Assets to Buyer Seller in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClause 3.1.2.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerPurchaser: (i) an Assignment, Bxxx the Xxxx of Sale and Conveyance Security and Pledge Agreement, duly executed by Seller; (ii) a certificate executed by Seller representing and warrant-ing to Purchaser that each of the Assets, effective representations and warranties of Seller in this Agreement was accurate in all respects as of the Effective Time date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to Buyer any supplements to the Disclosure Memorandum that were delivered by Seller to Purchaser prior to the Closing Date in accordance with Section 6.5); (iii) a certificate of VitaCBD Brand representing and warranting that it has an ownership interest of not more than 20% in sufficient counterparts to facilitate filing and recording) substantially in the form any of Exhibit C conveying the Assets; and (iiiv) such other assignmentsdocuments as Purchaser may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, bills of sale(B) evidencing the performance by Seller of, or deeds necessary the compliance by Seller with, any covenant or obligation required to transfer be performed or complied with by it, (C) evidencing the Assets satisfaction of any condition referred to Buyerin Article 8, including without limitation or (D) otherwise facilitating the consummation or performance of any conveyances on official forms and related documentation necessary to transfer of the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Contemplated Transactions. (b) Buyer Purchaser shall deliver deliver: (i) A cashier’s check in the principal amount of $150,000, made payable to Seller the cash portion Seller; (ii) A stock certificate(s) representing 200,000 shares of the Purchase Price Stock in immediately available funds, less the amount name of Seller and evidence of direction and authority given to Purchaser’s transfer agent to issue a certificate in the name of Seller for such additional shares of the Deposit and any additional deposit paid Stock as may be required to Seller be issued pursuant to Section 10.12.4.; (iii) the Xxxx of Sale and Security and Pledge Agreement duly executed by Purchaser; (iv) a certificate executed by Purchaser to the effect that each of Purchaser’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (v) such other documents as Seller may reasonably request for the purpose of (A) evidencing the accuracy of any representation or warranty of Purchaser, and (B) evidencing the Purchase Price Units;performance by Purchaser of, or the compliance by Purchaser with, any covenant or obligation required to be performed or complied with by Purchaser, (C) evidencing the satisfaction of any condition referred to in Article 9, or (D) otherwise facilitating the consummation of any of the Contemplated Transactions. (c) Simultaneously with such deliveries, Seller shall deliver take all action necessary or appropriate to Buyer put Purchaser in actual possession and operating control of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At Closing, the Closing the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) , for each county where the Properties are situated, an Assignmentassignment, Bxxx bill of Sale sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially conveyance in the form attached hereto as Exhibit D xx xll of Exhibit C conveying Seller's right, title and interest in the Assets; and Properties (ii) such other assignmentsincluding, bills of salewhere appropriate, any state's, or deeds necessary Bureau of Land Management required forms of assignment), excluding those Properties for which Buyer elects to transfer continue to assert Title Defects as provided in Section 5.06, located in such county on an "AS IS, WHERE IS" basis with respect to all personalty and fixtures, and without any warranty of title, other than a special warranty of title by Seller that the Assets Properties have not become subject to Buyerliens or encumbrances created by, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);through or under Seller. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession original releases of all liens, mortgages and deeds of trust burdening the Assets;interests of Seller in the Properties executed by the holders of such liens, mortgages and deeds of trust, except those which are Permitted Encumbrances. (dc) With respect to matters that can be determined as of Closing, Seller shall deliver, on or before two (2) business days prior to Closing, a settlement statement (herein called the "Preliminary Settlement Statement") prepared by Seller and approved by Buyer that shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after set forth the Closing Amount (as hereinafter defined) and certificates each adjustment and the calculation of insurance evidencing that Buyer has obtained appropriate insurance covering such adjustments used to determine such amount. The term "Closing Amount" shall mean the Assets; (f) Seller Purchase Price adjusted as provided in Section 2.02, using for such adjustments the best information then available. All other adjustments to the Purchase Price shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, be taken into account in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary Final Settlement Statement provided for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerSection 8.02.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) At the Closing, Seller shall executeshall, acknowledge and or with respect to SIS, cause GAC to, deliver to Buyer: (i) an Assignment, Bxxx of Sale and Conveyance certificates representing the Shares of the AssetsAcquired Companies that are direct subsidiaries of Seller and GAC, effective as duly endorsed (or accompanied by duly executed stock powers) in proper form for transfer of the Effective Time such Shares, with appropriate transfer stamps, if any, affixed, to Buyer Buyer; (in sufficient counterparts to facilitate filing and recordingii) a Transition Services Agreement, substantially in the form of attached hereto as Exhibit C conveying the Assets; and A (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesTransition Services Agreement”); (biii) Buyer shall deliver an Intellectual Property License from Seller to Seller the cash portion of the Purchase Price in immediately available fundsBuyer, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, substantially in the form of attached hereto as Exhibit D B (the “FIRPTA CertificateBuyer Intellectual Property License”); (giv) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary a Transitional Trademark License, substantially in the form attached hereto as Exhibit C (the “Transitional Trademark License”); (v) a Lease Agreement for Buyer to assume operations on the Assets Redmond, WA campus facility, substantially in the form attached hereto as agreed to by Exhibit D (the Parties“Lease Agreement”); and (hvi) Seller a copy of each new Investment Company Advisory Agreement (or, where permitted, approval of the continuation of the existing Investment Company Advisory Agreement) described in Section 4.9(b)(i)(B)(x). (b) At the Closing, Buyer shall, and Parent shall cause Buyer to, deliver to Seller, including for the benefit of GAC with respect to SIS: (i) $1,350,000,000 (the “Closing Consideration”) by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) Business Days’ prior to the Closing Date, subject to the post-Closing purchase price adjustment pursuant to Section 1.4 hereof; (ii) the Transition Services Agreement; (iii) the Transitional Trademark License; and (iv) the Lease Agreement (the documents described in clauses (ii)-(iv) along with this Agreement and the Buyer Intellectual Property License, being referred to collectively as the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer“Transaction Documents”).

Closing Obligations. At Closing(a) As promptly as reasonably practicable after receiving Antitrust Approval, Buyers shall deliver to Sellers a notice that Antitrust Approval has been obtained specifying the following events expected Closing Date determined in accordance with Section 2.4. (b) Buyers shall occur, each being a condition precedent use Best Efforts to deliver to Sellers at least six Business Days before the Closing an amendment or waiver executed by all requisite parties to the others Inbursa Loan Agreements to the effect, among other things, (x) that the consummation of the transactions contemplated by this Agreement shall not constitute an “Event of Default” (Caso de Incumplimiento) under Section 6.01(n) of each Inbursa Loan Agreement or (y) that the requisite parties to the Inbursa Loan Agreement (other than the Cinemex Companies and their affiliates) (the “Inbursa Lender Parties”) waive the exercise of any and all remedies in connection with the occurrence of an “Event of Default” (Caso de Incumplimiento) under Section 6.01(n) of each being Inbursa Loan Agreement in connection with the consummation of the transactions contemplated by this Agreement on terms reasonably satisfactory in substance and form to Buyers and Sellers (the “Inbursa Amendment or Waiver”); provided, however, that the Buyers shall be deemed to have occurred simultaneously with satisfied the others:foregoing requirements if the Inbursa Lender Parties are unwilling or unable to execute or deliver the Inbursa Agreement or Waiver; and provided, further, that notwithstanding anything to the contrary in the Agreement, Buyers shall not be required to consent or agree to any investment, modification or supplement to the Inbursa Loan Agreements other than solely to give effect to the Inbursa Loan Agreements, or to the making of any payment by Buyers, their respective affiliates or the Cinemex Companies in connection therewith. If Buyers determine that Buyers will not deliver the Inbursa Amendment or Waiver to Sellers at least six Business Days before Closing, Buyers shall deliver to Sellers as promptly as reasonably practicable a notice to the effect that Buyers will not so deliver the Inbursa Amendment or Waiver. (ac) Seller shall execute, acknowledge and deliver to BuyerTwo Business Days before the Closing: (i) an AssignmentSellers will deliver to Buyers or to Buyers’ designee(s) a schedule reflecting the Estimated Working Capital, Bxxx of Sale Estimated Net Funded Indebtedness, the Estimated Interim Period Capital Expenditures and Conveyance the other components of the AssetsClosing Proceeds calculation under Section 2.2; (ii) Sellers will deliver to Buyers wiring instructions for payment of the Closing Proceeds; and (iii) If Buyers deliver notice pursuant to Section 2.5(b) to the effect that the Inbursa Amendment and Waiver will not be delivered at least six Business Days prior to the Closing, Sellers will use Best Efforts to obtain from the Administrative Agent under the Inbursa Loan Agreements and deliver to Sellers at least two Business Days prior to the Closing one or more payoff letters in customary form and otherwise in substance and form reasonably satisfactory to Buyers and Sellers (the “Inbursa Payoff Letter”) from each agent and lender under the Inbursa Loan Agreements specifying separately (i) the amount of principal under each Inbursa Loan Agreement, (ii) interest accrued and to accrue from the first day of the interest period (Período de Intereses) (as defined in each Inbursa Loan Agreement) in effect on the date on which the Closing Date occurs (through the Closing Date) (the sum of the amounts referred to in clauses (i) and (ii), the “Inbursa Repayment Amount”), (iii) all other amounts payable under the Inbursa Loan Agreements (the “Inbursa Additional Amount”) necessary to discharge and terminate the Cinemex Companies from all their obligations under the Inbursa Loan Agreement on the Closing Date, stating that any notice required under the Inbursa Loan Agreement to make such prepayment is waived and stating that upon the payment of the amounts referred to in clauses (i), (ii) and (iii) above, each Inbursa Loan Agreements shall terminate and all obligations thereunder shall be discharged, and (iv) all liens and encumbrances securing the obligations under the Inbursa Loan Agreements are released, terminated and deregistered; provided, however, that the Inbursa Payoff Letter shall not impose on the Cinemex Companies, the Buyers or any of their respective affiliates any obligation or condition that is not expressly contemplated by the Inbursa Loan Agreements as in effect on the day hereof. If Sellers determines that Sellers will not deliver the Inbursa Payoff Letter at least two Business Days prior to the Closing, Sellers shall deliver to Buyers a notice as promptly as reasonably practicable to the effect that Sellers will not so deliver the Inbursa Payoff Letter. (d) At the Closing: (i) Sellers will deliver to Buyers or Buyers’ designee(s): (i) Certificates representing the Cinemex Common Shares, each duly endorsed (endoso en propiedad) and delivered to and in the name of the applicable Buyer (as set forth on Schedule 2.1), as well as copies, certified by the Secretary of the Board of Directors or Sole Administrator of the Cinemex Companies, as applicable, of the appropriate entries made in the capital stock registry books of the Cinemex Companies, where applicable, reflecting the transfer of the Cinemex Common Shares for the benefit of the Buyers and their designee(s); provided, however, that one or more certificates representing a single share of the Shares will, if necessary, be delivered to and in the name of a designee of Buyers previously identified in writing to Sellers by Buyers in order to comply with the requirement under Mexican law that each sociedad anónima must have at least two (2) shareholders; and (ii) copy, certified by the Secretary of the Board of Managers or the Sole Manager of Symphony, as applicable, of the appropriate entries made in the partners registry book of Symphony, evidencing the transfer of the Symphony Company Interest for the benefit of the Buyers and their designee(s); (B) a certificate executed by Sellers setting forth that the conditions set forth in Sections 6.1 and 6.2 have been satisfied; (C) notarized copies of the shareholders’ meeting resolutions of each of the Cinemex Companies, conditional upon consummation of the Closing, pursuant to which the respective shareholders have approved the resignation and appointment of members of the Board of Directors of the Cinemex Companies, as well as the resignation of such other officers and managing directors as designated in writing by Buyers, coupled with agreed upon releases and waivers executed by the applicable individuals and Cinemex Company(ies), and the revocation and granting of powers of attorney to and from the individuals as designated in writing by Buyers, and the approval for the sale of the Cinemex Common Shares; (D) notarized copies of the unanimous partners’ resolutions of Symphony, conditional upon consummation of the Closing, pursuant to which the respective partners have approved the resignation and appointment of members of the board of managers of Symphony, as well as the resignation of such other officers and managing directors as designated in writing by Buyers, coupled with agreed upon releases and waivers executed by the applicable individuals and Symphony, and the revocation and granting of powers of attorney to and from the individuals as designated in writing by Buyers, and the approval for the sale of the Symphony Company Interest; (E) resignations, effective as of the Effective Time to Buyer Closing Date, of the members of the Board of Directors (in sufficient counterparts to facilitate filing or Board of Managers, as applicable) of (i) Symphony, the Target Company and recordingXxxxxx Mexicana de Exhibicion, S.A. de C.V., and (ii) such other directors and officers of each of the Cinemex Companies as directed by Buyers, respectively, containing releases substantially in the form of Exhibit C conveying the AssetsC; and (F) if Buyers have not delivered to Sellers the Inbursa Amendment or Waiver prior to the Closing and Sellers have not delivered to Buyers the Inbursa Payoff Letter, then, subject to Sellers having complied with the notice requirement set forth in the last sentence of Section 2.5(c)(iii) and the implementation of the Cinemex Capitalization, Sellers shall cause the Cinemex Companies to make arrangements reasonably satisfactory to the Buyers regarding the prepayment under the Inbursa Loan Agreements of all amounts payable thereunder and the termination and discharge in full of the obligation of the Cinemex Companies under the Inbursa Loan Agreements. The transactions contemplated by clauses (A), (B), (C), (D) and (E) above shall occur substantially concurrently but in the chronological order contemplated by Section 2.1; (ii) such other assignmentsBuyers will: (A) deliver to Sellers the Closing Proceeds in United States dollars, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”wiring instructions delivered by Sellers under Section 2.5(c)(ii); (bB) Buyer shall deliver to Seller Sellers a certificate executed by Buyers setting forth that the cash portion of the Purchase Price conditions set forth in immediately available funds, less the amount of the Deposit Sections 7.1 and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties7.2 have been satisfied; and (hC) Seller unless Buyers have delivered to Sellers the Inbursa Amendment or Waiver, (1) if Sellers have delivered the Inbursa Payoff Letter at least two Business Days prior to Closing, Buyer will cause the Inbursa Repayment Amount and the Inbursa Additional Amount to be paid to the administrative agents under the Inbursa Loan Agreements on behalf of the Cinemex Companies in accordance with Inbursa Payoff Letter, or (2) if Sellers have not delivered the Inbursa Payoff Letter at least two Business Days prior to Closing and have satisfied the notice requirement contemplated by the last sentence of Section 2.5(c)(iii), Buyers shall provide evidence reasonably satisfactory to Sellers that Buyers provided or have available funds, or made arrangements reasonably satisfactory to Sellers with respect to funds (the “Cinemex Capitalization”), that, when added to the Cinemex Companies’ Cash and Cash Equivalents after giving effect to the Closing, is sufficient to pay the Inbursa Repayment Amount and the Inbursa Additional Amount and within three Business Days following the Closing Date, the Buyers shall cause such funds to be applied to the prepayment of the Inbursa Prepayment Amount. (iii) Notwithstanding anything to the contrary in this Agreement, the provisions contemplated by Sections 2.2(b), 2.3(b)(iii), 2.3(d)(iv), 2.5(c)(iii), 2.5(d)(i)(F) and 2.5(d)(ii)(c) shall cease to apply and Buyers shall not be deemed to have Breached any such provisions if at any time prior to or at the Closing the Buyers deliver to Buyer the certificates for all Sellers a copy of the GMO Stock and all Inbursa Amendment of the MV Stock properly executed for assignment to BuyerWaiver.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeexecute and deliver, acknowledge or cause to be executed and deliver to Buyer (i) an Assignmentdelivered, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Seller Closing Deliveries; (b) Buyer shall deliver to Seller the cash portion of the Purchase Price to the account at a bank designated by Seller in immediately available fundsCurrent Funds, less or by such other method as agreed to by the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1Parties, and Buyer shall pay the Purchase Price UnitsTaxes required to be paid by Buyer in connection with the Closing under Section 10.3 of this Agreement and Buyer shall pay the other Buyer Closing Payments as required hereby; (c) Buyer shall execute and deliver, or cause to be executed and delivered, to Seller the Buyer Closing Deliveries and pay the Buyer Closing Payments; (d) Seller shall deliver to Buyer possession copies of the Assetsall additional consents obtained prior to Closing pursuant to Section 5.3 of this Agreement; (de) Seller and Buyer shall execute cause the following documents (collectively, the “Recorded Documents”) to be recorded in the applicable real estate records of Sublette County, Wyoming (the “Real Estate Records”), in the following order: the BLM Easement Assignment to Buyer to be recorded in the Real Estate Records, the Partial Assignment of Xxxxxx Easements to Buyer, the Nerd Farm Easement, the Memo of Lease, and deliver letters any Loan Documents required to be recorded in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from Real Estate Records, and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state pay all fees and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetscosts for such recording; (f) Seller Seller, as agent for Buyer for this limited purpose, shall deliver to BLM and provide to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of (i) the CodeBLM Easement Assignment to Buyer which is not a Recorded Document and (ii) the BLM Request for Consent to Assignment to Buyer, in the form of Exhibit D (“FIRPTA Certificate”);and Buyer shall pay all fees and costs for such filing; and (g) Seller and Buyer shall prepare and Seller shall execute take such other actions and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets such other documents as agreed to are contemplated by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerthis Agreement.

Closing Obligations. At Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller SM Energy and Buyer shall execute and deliver the Assignment, in sufficient counterparts to facilitate recording in the applicable counties where the Assets are located; (b) SM Energy and Buyer shall execute and deliver assignments, on appropriate forms, of state and of federal leases comprising portions of the Assets, if any; (c) SM Energy and Buyer shall execute and deliver the Preliminary Settlement Statement pursuant to Section 2.6(a); (d) Buyer shall deliver to SM Energy, to the accounts designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Closing Amount, and the Parties shall execute joint written instructions to the Escrow Agent to deliver the Deposit to SM Energy; (e) SM Energy shall deliver on forms supplied by Buyer (and reasonably acceptable to SM Energy) transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to Hydrocarbon production from the Assets from and after the Effective Time; (e) , for delivery by Buyer shall deliver to Seller evidence each purchaser of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetssuch Hydrocarbon production; (f) Seller SM Energy shall deliver to Buyer certificates substantiating nonan executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that SM Energy is not a “foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (person” or a “FIRPTA Certificatedisregarded entity”); (g) Buyer shall prepare execute and Seller deliver a certificate from an authorized officer of Buyer certifying on behalf of Buyer that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled by Buyer; (h) SM Energy shall execute and deliver to a certificate from an authorized officer of SM Energy certifying on behalf of SM Energy that the conditions set forth in Section 9.1(a) and Section 9.1(b) have been fulfilled by SM Energy; (i) SM Energy shall deliver a recordable release of any trust, mortgages, financing statements, fixture filings and security agreements made by SM Energy or its Affiliates affecting the Assets; (j) SM Energy and Buyer all forms necessary for shall execute and deliver the Seismic License; (k) SM Energy and Buyer to assume operations on shall execute and deliver the Assets Transition Services Agreement in the form attached hereto as agreed to by the PartiesExhibit G; and (hl) Seller SM Energy and Buyer shall execute and deliver any other agreements, instruments and documents that are required by other terms of this Agreement to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly be executed for assignment to Buyeror delivered at Closing.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion a release of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsTCW Debt; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and; (h) Seller shall deliver to Buyer the certificates certificate for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer; (i) Seller shall provide to Buyer evidence that Seller has no cash on hand and that for the period beginning sixty (60) days prior to the execution of this Agreement through Closing Seller has applied all cash on hand and all funds received by Seller during that period to the Pre-Closing Liabilities, except for those funds held by Seller as fiduciary to third-party beneficiaries as Operator, such as, suspense funds, prepay paid drilling funds, royalty funds and taxes which will be transferred to Buyer’s designated Operator.

Closing Obligations. (a) At the Closing, the following events Company shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer : (i) an Assignmentcertificates representing the Shares duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) a duly executed Bill of Sale, Bxxx of Sale Assignment and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assumption Agreement in the form attached as Exhibit 1 hereto; (iii) the Officer's Certificate described in Section 6.2(e); (iv) xhe resignation of Exhibit C conveying any officer or director of any Subsidiary who is an employee or director of Parent; (v) all such other documents as may be necessary to convey to Buyer the right, title and interest of the Company and the Subsidiaries in and to the Assets; and (iivi) a certificate executed by the Secretary or Assistant Secretary of the Company as to the Certificate of Incorporation and By-Laws of the Company and the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, a list of officers of the Company and setting forth that such other assignmentsCertificate of Incorporation, bills By-Laws, and authorizations and approvals are in full force and effect on the Closing Date; (vii) a certificate executed by the Secretary or Assistant Secretary of saleeach Designated Subsidiary as to the Certificate of Incorporation and By-Laws of such Subsidiary, or deeds necessary to transfer a list of officers of such Designated Subsidiary and setting forth that such Certificate of Incorporation and By-Laws are in full force and effect on the Assets Closing Date; and (viii) a certificate under Section 1445(b)(2) of the Code providing that the Company is not a foreign Person, in form and substance reasonably satisfactory to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) At the Closing, the Buyer shall deliver to Seller the cash portion Company: (i) a duly executed Bill of Sale, Assignment and Assumption Agreement in the form attached as Exhibit 1 hereto; (ii) documents in a form reasonably satisfactory to the Company and Buxxx under which Buyer assumes the Company's obligations under the agreements identified in Section 3.4(a)(vi) of the Disclosure Schedule; (iii) the Officer's Certificate described in Section 6.3(d); and (iv) the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to manner set forth in Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.2.3. ARTICLE III

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge execute and deliver the Assignments, in sufficient counterparts to Buyerfacilitate recording in the applicable counties and parishes adjacent to the Assets. (ib) an AssignmentBuyer and Seller shall execute and file all forms (and Buyer shall perform all acts) required by the BOEM/BSEE (and other appropriate governmental agencies) to be filed prior to the Closing Date, Bxxx of Sale if any, to transfer ownership and Conveyance operatorship of the Assets, where applicable, from Seller to Buyer effective as of the Effective Time Time. (c) Buyer shall deliver to Buyer (in sufficient counterparts Seller, to facilitate filing and recording) substantially the account designated in the form Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Purchase Price, less the amount of Exhibit C conveying the Assets; andDeposit. (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (bd) Buyer shall deliver to Seller evidence acceptable to Seller that Buyer is qualified to hold title to the cash portion Leases with the BOEM/BSEE and to operate (should Buyer’s Affiliate become the operator of the Purchase Price in immediately available fundsAssets or a portion thereof) the platforms, less xxxxx, pipelines and facilities associated therewith, including copies of Buyer’s BOEM/BSEE qualification card and any powers of attorney of those Persons executing documents at Closing on behalf of Buyer. (e) Buyer shall deliver to Seller evidence satisfactory to Seller that Buyer (or its nominated Affiliated operator, if one is designated by Buyer upon Closing) will obtain all lease, pipeline and operating bonds necessary for it to become operator of record by BOEM/BSEE with respect to the amount Leases and oil and gas properties subject hereto. (f) Buyer shall execute and deliver all documents required pursuant to Article XIV of the Deposit LLC Agreement necessary to transfer the Membership Interests to Buyer, including an Assignment of Membership Interests in the form of Exhibit G. (g) Buyer shall deliver to Seller a certificate executed by the secretary or any assistant secretary of Buyer, dated as of the Closing Date, (i) attaching, and certifying on behalf of Buyer as correct and complete, copies of (A) the resolutions of the board of directors (or body of similar power and authority) of Buyer or its general partner authorizing the execution, delivery, and performance by Buyer of this Agreement and the transactions contemplated hereby and (B) any required approval by the shareholders, unit holders or partners of Buyer of this Agreement and the transactions contemplated hereby and (ii) certifying the incumbency and true signatures of the officers signing this Agreement and any additional deposit paid to Seller pursuant to Section 10.1, and of the Purchase Price Units;Closing documents on behalf of the Buyer. (ch) Seller shall deliver to Buyer possession a certificate executed by the secretary or any assistant secretary of Seller, dated as of the Assets;Closing Date, (i) attaching, and certifying on behalf of Seller, complete and correct copies of (A) the resolutions of the board of directors of Seller authorizing the execution, delivery, and performance by Seller of this Agreement and the transactions contemplated hereby and (B) any required approval by Seller’s shareholders of this Agreement and the transactions contemplated hereby and (ii) certifying the incumbency and true signatures of the officers signing this Agreement and any of the Closing documents on behalf of the Seller. (di) Seller and shall deliver to Buyer shall execute and deliver on forms reasonably acceptable to Buyer transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time;, for delivery by Buyer to the purchasers of production. (ej) Buyer Seller shall deliver to an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller evidence of appropriate federal, state and local bonds relating to ownership is not a foreign person within the meaning of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;Code. (fk) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Codereleases, in recordable form, of all Encumbrances (other than Permitted Encumbrances) created by, through or under Seller and affecting the form of Exhibit D (“FIRPTA Certificate”);Assets. (gl) Seller and Buyer shall prepare and Seller shall execute and deliver any other agreements, instruments and documents which are required by other terms of this Agreement to Buyer all forms necessary for Buyer to assume operations on be executed and/or delivered at the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClosing.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) On the Closing Date, Buyer will deliver or cause to be delivered to Seller shall executethe following items (all documents, acknowledge other than the Letter of Credit, will be duly executed and deliver to acknowledged, where required, by an authorized signatory of Buyer or, if applicable, Buyer Parent or Buyer (i’s Affiliates) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesBuyer Deliverables”)): (i) The Adjusted Purchase Price to an account or accounts designated by Seller (for the account of Seller, any Selling Subsidiary, or any Qualified Intermediary designated by Seller in writing to Buyer no later than three (3) business day prior to Closing) by direct bank deposit or wire transfer in same day funds; Assignments covering the Conveyed Interests in sufficient counterparts for recordation in each of the Subject Counties; (ii) The Participation Agreement, the Tax Partnership Agreement, the Letter of Credit Agreement and the Standstill Agreement; (iii) The Buyer Parent Guarantee; (iv) The Letter of Credit, duly executed and delivered by the State Bank of India; (v) The Gas Gathering Acknowledgements; and (vi) A certificate from an officer of Buyer certifying on behalf of Buyer that the conditions set forth in Sections 8.1 and 8.2 have been satisfied. (b) On the Closing Date, Seller will deliver or cause to be delivered to Buyer shall deliver to the following items (all documents will be duly executed and acknowledged, where required, by an authorized signatory of Seller or, if applicable, Seller Parent or Seller’s Affiliates, including the cash portion Selling Subsidiaries) (collectively, the “Seller Deliverables”): (i) Assignments covering the Conveyed Interests in sufficient counterparts for recordation in each of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsSubject Counties; (cii) Seller shall deliver to Buyer possession The Participation Agreement, the Tax Partnership Agreement, the Letter of Credit Agreement and the AssetsStandstill Agreement; (diii) Seller The written consent of JPMorgan Chase Bank, N.A., as administrative agent under the Atlas Credit Agreement, to the consummation of the transactions contemplated by this Agreement and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeTransaction Documents; (eiv) Buyer shall deliver to Seller evidence Releases of appropriate federal, state and local bonds relating to ownership of any Lien on the Assets after Conveyed Interests under the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsAtlas Credit Agreement; (fv) Executed statements described in Treasury Regulation §1.1445-2(b)(2) from Seller shall deliver to Buyer certificates substantiating non-certifying that it is neither a foreign status in accordance with Treasury Regulations under Section 1445 person nor a disregarded entity within the meaning of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (gvi) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesThe Gas Gathering Acknowledgements; and (hvii) A certificate from an officer of Seller shall deliver to Buyer certifying on behalf of Seller that the certificates for all of the GMO Stock conditions set forth in Sections 7.1 and all of the MV Stock properly executed for assignment to Buyer7.2 have been satisfied.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge execute and deliver to Buyer (i) an Assignmentthe Assignments, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially recording in the form of Exhibit C conveying applicable counties and parishes adjacent to the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement. (c) Buyer and Seller shall execute and file all forms (and Buyer shall perform all acts) required by the MMS (and other appropriate governmental agencies) to transfer ownership and operatorship of the Assets, where applicable, from Seller to Buyer effective as of the Effective Time. (d) Buyer shall deliver to Seller, to the account designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Purchase Price, less the amount of the Deposit. (e) Buyer shall deliver to Seller evidence acceptable to Seller that Buyer is qualified to hold title to the Leases with the MMS and to operate (should Buyer’s Affiliate become the operator of the Assets or a portion thereof) the platforms, wxxxx, pipelines and facilities associated therewith, including copies of Buyer’s MMS qualification card and any powers of attorney of those persons executing documents at Closing on behalf of Buyer. (f) Buyer shall deliver to Seller evidence satisfactory to Seller that Buyer (or its nominated Affiliated operator, if one is designated by Buyer upon Closing) has obtained all lease, pipeline and operating bonds necessary for it to become operator of record by MMS with respect to the Leases and oil and gas properties subject hereto. (g) Buyer shall deliver to Seller a secretary’s certificate of Buyer’s general partner, including certified resolutions of its general partner, evidencing the approval of Buyer’s general partner of this Agreement and the transactions contemplated hereby and including an incumbency certificate regarding the authority of the person(s) signing this Agreement and any of the Closing documents on behalf of the Buyer. (h) Where Seller is the designated Operator of a Lease, Buyer shall promptly file all appropriate forms, declarations or bonds with federal and state governmental agencies relative to Buyer’s Affiliate’s assumption of operations from such Seller. Buyer shall also take all actions necessary to qualify as a successor Operator to Seller under any applicable joint operating agreement (subject to the terms of that operating agreement) and to provide appropriate evidence of financial responsibility as required by OPA. (i) Seller shall deliver to Buyer a secretary’s certificate of Seller, including certified resolutions of its Board of Directors, evidencing the approval of Seller’s Board of Directors of this Agreement and the transactions contemplated hereby and including an incumbency certificate regarding the authority of the person(s) signing this Agreement and any of the Closing documents on behalf of the Seller. (j) Seller shall deliver to Buyer on forms reasonably acceptable to Buyer transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time;, for delivery by Buyer to the purchasers of production. (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (fk) Seller shall deliver to Buyer certificates substantiating nonan executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a foreign status in accordance with Treasury Regulations under Section 1445 person within the meaning of the Code, in the form of Exhibit D (“FIRPTA Certificate”);. (gl) Seller and Buyer shall prepare and Seller shall execute and deliver any other agreements, instruments and documents which are required by other terms of this Agreement to Buyer all forms necessary for Buyer to assume operations on be executed and/or delivered at the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClosing.

Closing Obligations. (a) At the Closing, the following events Company shall occur, each being a condition precedent to the others deliver (and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge as appropriate), or cause to be delivered (and deliver executed, as appropriate), to BuyerParent the following: (i) a duly executed certificate from an Assignment, Bxxx of Sale and Conveyance authorized Person of the AssetsCompany in the form attached hereto as Exhibit D, effective dated as of the Effective Time to Buyer Closing Date, certifying that the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 have been satisfied; (in sufficient counterparts to facilitate filing ii) a validly completed and recordingduly executed IRS Form W-9 from the Stockholder (or, if the Stockholder is disregarded for U.S. federal income tax purposes, its regarded owner); (iii) substantially the Registration Rights Agreement in the form of Exhibit C conveying the Assets; and E (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesRegistration Rights Agreement”), duly executed by the Stockholder; (biv) Buyer shall deliver to Seller the cash portion resignations of each of the Purchase Price in immediately available fundsindividuals who serves as an officer, less the amount director or manager of the Deposit Company and any additional deposit paid to Seller pursuant to Subsidiaries and are listed on Section 10.1, and the Purchase Price Units; (c3.3(a)(iv) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters Company Disclosure Letter, in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Codeeach case, in the form of Exhibit D F; (v) the Escrow Agreements, duly executed by the Stockholder; and (vi) a validly completed Certificate of Accredited Investor Status in the form attached hereto as Exhibit J (the “FIRPTA Accredited Investor Certificate”), duly executed by the Stockholder and certifying as to its status as an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (b) At the Closing, Parent shall: (i) direct Continental Stock Transfer & Trust Company, Xxxxxx’s transfer agent, to create a book-entry account for the Stockholder and to credit such account with a number of shares of Parent Common Stock equal to the Closing Stock Consideration, which shall be evidenced by the book-entry statement contemplated in Section 3.3(b)(viii); (gii) Buyer shall prepare and Seller shall execute and deliver the Cash Consideration to the Stockholder, by wire transfer of immediately available funds to an account designated in writing by the Stockholder no less than two (2) Business Days prior to the Closing Date; (iii) deliver to Buyer all forms necessary the Company a duly executed certificate from an officer of Parent in the form attached hereto as Exhibit G, dated as of the Closing Date, certifying that the conditions set forth in Section 8.1, Section 8.2 and Section 8.3 have been satisfied; (iv) deliver or cause to be delivered (on behalf of the Company and the Company’s Subsidiaries) to the holders of Specified Funded Indebtedness, an aggregate amount equal to the Indebtedness Payoff Amount in accordance with the Payoff Letters, by wire transfer of immediately available funds to the accounts and in the amounts specified with respect to each such holder in the Payoff Letters; (v) deliver to the Escrow Agent, by wire transfer of immediately available funds to such account designated in writing by the Escrow Agent, for Buyer deposit in an escrow account (the “Adjustment Escrow Account”), the Adjustment Escrow Amount, to assume operations be held in the Adjustment Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and this Agreement; (vi) deliver to the Escrow Agent, by wire transfer of immediately available funds and/or, to the extent applicable, transfer of shares of Parent Common Stock to such account designated by the Escrow Agent, for deposit in the SC Escrow Account, the SC Escrow Amount, to be held in the SC Escrow Account and distributed by the Escrow Agent in accordance with the term of the SC Escrow Agreement, Schedule SC attached hereto and this Agreement; (vii) deliver to the Company evidence that (A) Parent shall have submitted the Additional Listing Notification in accordance with the rules and regulations of Nasdaq and (B) the shares of Parent Common Stock comprising the Stock Consideration have been approved and authorized for listing on the Assets as agreed Nasdaq, subject to official notice of issuance; (viii) deliver, or cause the transfer agent to deliver, to the Company a statement reflecting the settled book-entry positions in the account for the Stockholder; (ix) deliver to the Company the Registration Rights Agreement, duly executed by Xxxxxx; (x) deliver an aggregate amount equal to the Estimated Transaction Expenses, by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company and its Subsidiaries) to the accounts and in the amounts specified with respect to each such payee in the Transaction Expenses Payoff Instructions and this Agreement; provided, that, notwithstanding the foregoing, Parent shall deliver or cause to be delivered to the Company any portion of the Estimated Transaction Expenses that constitutes compensation income to any employee or former employee of the Company, and the Company shall pay such amounts, less any required Taxes, to the employee or former employee on the next regularly scheduled payroll date that is at least five Business Days following the Closing or, if any such amount becomes due and payable following such date, by the Partiesnext regularly scheduled payroll date following the date such amount becomes due and payable; and (hxi) Seller shall deliver to Buyer the certificates for all of Company the GMO Stock and all of the MV Stock properly Escrow Agreements, duly executed for assignment to Buyerby Xxxxxx.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers shall execute, acknowledge and deliver to BuyerPurchaser: (i) an Assignmenta properly executed and acknowledged special warranty deed or deeds to the Owned Real Property, Bxxx of Sale the Improvements thereon, and Conveyance of the Assetsappurtenances thereto, effective as of the Effective Time each such deed to Buyer (in sufficient counterparts to facilitate filing and recording) be substantially in the form of Exhibit C conveying the Assets; andB, subject to any applicable requirements for a special warranty deed under applicable state law; (ii) properly executed assignments of Leases and Easements, Contracts and Permits to the extent such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)can be assigned; (biii) Buyer shall deliver to Seller the cash portion duly executed and recordable, if applicable, releases of the Purchase Price in immediately available fundsall Liens (including those Permitted Liens set forth on Disclosure Schedule 4.6(c), less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (cbut excluding all other Permitted Liens) Seller shall deliver to Buyer possession of affecting the Assets; (div) Seller properly executed and Buyer shall execute and deliver letters in lieu directing acknowledged general conveyances of all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Timefor which no specific conveyance is clearly applicable; (ev) Buyer shall deliver to Seller evidence copies of appropriate federalresolutions of Sellers, state certified as being correct and local bonds relating to ownership complete and then in full force and effect, authorizing the execution of this Agreement and any other agreements and the consummation of the Assets after transactions contemplated under this Agreement and the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsother agreements contemplated hereby; (fvi) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of incumbency and specimen signatures of the Codesignatory officers of Sellers; (vii) a certificate of existence and good standing by the State of Delaware for each Sellers, and copies of Sellers' registration to do business in the State of Tennessee and any other states in which any Assets are located, as a foreign company; (viii) such other certificates and documents as may be called for under this Agreement or as Purchaser shall reasonably request; (ix) a Transition Services Agreement in the form of Exhibit A hereto executed on behalf of Sellers; (x) the Environmental Insurance Policy described in Section 6.11; (xi) written opinion of in-house counsel to Sellers, covering, in the aggregate, Sellers' due organization, valid existence and good standing as legal entities in Delaware, registration and good standing in Tennessee and any other states in which any Assets are located, and the due authorization, execution and delivery by Sellers of this Agreement, which opinion shall be substantially in the form attached hereto as Exhibit C; and (xii) a certificate or certificates dated the Closing Date and executed on behalf of Sellers by one of each of their Responsible Officers to the effect that Sellers' representations, warranties and covenants contained herein are true and correct as of the Closing Date (except to the extent set forth in such certificate) as if made on and as of the Closing Date. (b) Sellers' Guarantor shall deliver to Purchaser: (i) a certificate or certificates dated the Closing Date and executed on behalf of Sellers' Guarantor by one of its Responsible Officers to the effect that Sellers' Guarantor's representations, warranties and covenants contained herein are true and correct as of the Closing Date (except to the extent set forth in such certificate) as if made on and as of the Closing Date; (ii) copies of resolutions of Sellers' Guarantor's board of directors, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the other agreements contemplated hereby, the Sellers' Guaranty, and the consummation of the transactions contemplated under this Agreement; (iii) certificates of incumbency and specimen signatures of the signatory officers of Sellers' Guarantor; (iv) a certificate of existence and good standing issued by the State of Delaware; (v) such other certificates and documents as may be called for under this Agreement or as Sellers shall reasonably request; and (vi) the performance guaranty in the form as specified in Exhibit D (“FIRPTA Certificate”the "Sellers' Guaranty"). (c) Purchaser shall deliver to Sellers: (i) the Closing Purchase Price, plus payment for all costs related to the Audited Financial Statements as required by Section 6.24 and the actions taken by Sellers at Purchaser's request as described in Section 6.2(n) of this Agreement, by wire transfer to the account designated by Sellers, in immediately available funds; (ii) a certificate or certificates dated the Closing Date and executed on behalf of Purchaser by one of its Responsible Officers to the effect that Purchaser's representations, warranties and covenants contained herein are true and correct as of the Closing Date (except to the extent set forth in such certificate) as if made on and as of the Closing Date; (iii) copies of resolutions of the Purchaser, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and any other agreements contemplated hereby, and the consummation of the transactions contemplated under this Agreement and the other agreements contemplated hereby; (iv) certificates of incumbency and specimen signatures of the signatory officers of Purchaser; (v) certificate of existence and good standing issued by the State of Delaware and a copy of Purchaser's certificate of registration to do business in the State of Tennessee and any other states in which any Assets are located, as a foreign company; (vi) such other certificates and documents as may be called for under this Agreement or as Sellers shall reasonably request; (vii) written opinion of counsel to Purchaser, covering, in the aggregate, Purchaser's due organization, valid existence and good standing as a corporation in Delaware, registration and good standing in Tennessee and any other states in which any Assets are located and the due authorization, execution and delivery by Purchaser of this Agreement, which opinion shall be in substantially the form attached hereto as Exhibit E; and (viii) a Transition Services Agreement in the form of Exhibit A hereto executed on behalf of Purchaser. (d) Purchaser's Guarantor shall deliver to Sellers: (i) a certificate or certificates dated the Closing Date and executed on behalf of Purchaser's Guarantor by one of its Responsible Officers to the effect that Purchaser's Guarantor's representations, warranties and covenants contained herein are true and correct as of the Closing Date (except to the extent set forth in such certificate) as if made on and as of the Closing Date; (ii) copies of resolutions of Purchaser's Guarantor's board of directors, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement, the Purchaser's Guaranty, and the consummation of the transactions contemplated under this Agreement and the Purchaser's Guaranty; (iii) certificates of incumbency and specimen signatures of the signatory officers of Purchaser's Guarantor; (iv) a certificate of existence and good standing issued by the State of Delaware; (v) such other certificates and documents as may be called for under this Agreement or as Sellers shall reasonably request; (vi) the guaranty as specified in Exhibit F (the "Purchaser's Guaranty"); (gvii) Buyer written opinion of counsel to Purchaser's Guarantor, covering, in the aggregate, Purchaser Guarantor's due organization, valid existence and good standing as a corporation in Delaware, and the due authorization, execution and delivery by Purchaser's Guarantor of this Agreement and the Purchaser's Guaranty, and that upon the issuance of the Guarantor Common Stock, if any, in accordance with this Agreement, such Guarantor Common Stock will be duly authorized, validly issued, fully paid and non-assessable, which opinion shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on be substantially in the Assets form attached hereto as agreed to by the PartiesExhibit G; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer; (i) an AssignmentCertificates representing all the Shares of Coil Tubing Technology Holding, Bxxx of Sale and Conveyance Inc., duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the AssetsNew York Stock Exchange, effective as of the Effective Time for transfer to Buyer Grifco; (in sufficient counterparts to facilitate filing and recordingii) substantially Releases in the form of Exhibit C conveying the Assets; and 1.4(a) (ii) such other assignmentsexecuted by each Shareholder (collectively, bills “Shareholders’ Releases”); (iii) Employment agreement in the form of saleExhibit 1.4(a)(iii), or deeds necessary to transfer executed by Xxxxx Xxxxxxxx (collectively, “Employment Agreement”); (iv) Non-competition agreements in the Assets to Buyerform of Exhibit 1.4(a)(iv), including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations executed by each Shareholder (collectively, the “ConveyancesNon-competition Agreements”);; and (v) A certificate executed by the Shareholders representing and warranting to Grifco that Shareholders’ representations and warranties in this Agreement were accurate in all respects as of the date of this Agreement and are accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Shareholders to Grifco prior to the Closing Date in accordance with Section 4.10); and (b) Buyer shall GRIFCO will deliver to Seller Shareholders: (i) Certificates representing the cash portion Shares of Grifco duly endorsed (or accompanied by duly executed stock powers) with signatures guaranteed by a commercial bank or by a member from the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid New York Stock Exchange for transfer to Seller pursuant to Section 10.1, and the Purchase Price Unitseach Shareholder as set forth opposite their names on Exhibit A; (cii) Seller shall deliver A certificate executed by Grifco to Buyer possession the effect that, except as otherwise stated in such certificate, each of Grifco representations and warranties in this Agreement is accurate in all respects as of the Assetsdate of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to The Employment Agreements executed by the PartiesGrifco; and (hiv) Seller shall deliver to Buyer Cashier’s check or similarly immediately available funds in the certificates for all amount of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer$50,000.00.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller At the Closing, Parent shall executedeliver, acknowledge and deliver or cause to Buyerbe delivered, to Holdings or C&A Products: (i) an Assignment, Bxxx of Sale certificates representing the Shares and Conveyance all of the Assetsissued and outstanding shares of capital stock of Textron Automotive Exteriors Inc. duly endorsed (or accompanied by duly executed stock powers) for transfer to C&A Products or a designated Subsidiary or Subsidiaries of C&A Products or, effective as if Parent's and its' Subsidiaries' ownership of the Effective Time Directly Purchased Subsidiaries is not evidenced by share certificates, such other evidence of transfer to Buyer C&A Products or a designated Subsidiary or Subsidiaries of C&A Products consistent with the laws of the jurisdiction of organization of the applicable Directly Purchased Subsidiary; (ii) the Officer's Certificate described in sufficient counterparts Section 6.2(c); (iii) the resignation of any officer or director of any Bison Subsidiary who is an employee or director of Parent or a Non-Bison Subsidiary; (iv) a certificate under Section 1445(b)(2) of the Code providing that Parent is not a foreign person, in form and substance reasonably satisfactory to facilitate filing Holdings; (v) a duly executed Assignment and recording) Assumption Agreement and Transition Agreement substantially in the form forms attached hereto as Exhibits 2 and 4 respectively; (vi) duly executed License Agreements substantially in the forms attached hereto as Exhibits 3A, 3B and 3C; (vii) duly executed Registration Rights Agreements substantially in the forms attached hereto as Exhibits 5 and 6; (viii) duly executed documents to effect the sale and transfer of Exhibit C conveying Intellectual Property required by Section 2.2(a); (ix) the AssetsItalian JV Documents substantially in the forms attached hereto as Exhibits 8 through 11 duly executed by each applicable Subsidiary of Parent (provided, that such documents shall only be required to be delivered at the Closing of the purchase and sale of the shares of THI); and (iix) such other assignmentsLeasing Documents duly executed by Textron Financial Corporation or one of its Affiliates. (b) At the Closing, bills Holdings and C&A Products shall deliver to Parent or a designated Subsidiary of sale, Parent: (i) one or deeds necessary to transfer more certificates representing the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer number of shares of Holdings Common Stock specified in accordance with requirements of governmental regulations (collectively, the “Conveyances”Section 2.1(b); (bii) Buyer shall deliver to Seller certificates representing the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsPreferred Stock; (ciii) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters Officer's Certificate described in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”6.3(c); (giv) Buyer a duly executed Assignment and Assumption Agreement and Transition Agreement substantially in the forms attached hereto as Exhibits 2 and 4 respectively; (v) duly executed License Agreements substantially in the forms attached hereto as Exhibits 3A, 3B and 3C; (vi) duly executed Registration Rights Agreements substantially in the forms attached hereto as Exhibits 5 and 6; (vii) the cash amounts set forth in Sections 2.1 and 2.2 by wire transfer of immediately available funds to accounts designated by Parent in writing at least two business days prior to the Closing Date; (viii) the Italian JV Documents substantially in the forms attached hereto as Exhibits 8 through 11 duly executed by each applicable Subsidiary of C&A Products (provided, that such documents shall prepare only be required to be delivered at the Closing of the purchase and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on sale of the Assets as agreed to by the Partiesshares of THI); and (hix) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly The guarantee required by Exhibit 12 duly executed for assignment to Buyerby C&A Products.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall deliver (and execute, acknowledge as appropriate), or cause to be delivered (and deliver executed, as appropriate), to Buyer: (i) an Assignment, Bxxx the Instruments of Sale and Conveyance Conveyance; (ii) possession of the AssetsAssets(except the Suspense Funds, effective which shall be conveyed to Buyer by way of a downward adjustment to the Purchase Price as provided in Section 2.05(b)(ii)(E)); (iii) a certificate, in substantially the form set forth in Exhibit F, executed by Seller (a) representing and warranting to Buyer that each of Seller’s representations and warranties in this Agreement is true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of the Effective Time Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is stated to relate to an earlier date in which case such representation and warranty was true and correct on and as of such earlier date) and (b) representing and warranting to Buyer that Seller has performed and complied in all material respects with each of the Seller’s covenants and conditions in this Agreement prior to or as of the Closing Date; (iv) a certificate executed by the secretary or assistant secretary of Seller certifying as to and attaching the following: (a) true, correct and complete copies the Seller’s organizational documents (together with any and all amendments), (b) true, correct, and complete copies of resolutions of Seller’s board of directors or other managing authority, as appropriate, authorizing and approving the execution, delivery, and performance of the Agreement, the Instruments of Conveyance, or other documents delivered pursuant to this Agreement and (c) the incumbency for each officer of Seller executing this Agreement, the Instruments of Conveyance, or other documents delivered pursuant to this Agreement; (v) such documents as Buyer or counsel for Buyer may reasonably request, including but not limited to letters-in-lieu of transfer order to purchasers of production from the Xxxxx; (vi) the financial information described in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the AssetsArticle 12.19; and (iivii) such other assignments, bills of sale, or deeds necessary instructions directing the Escrow Agent to transfer deliver the Assets Deposit to Buyer. The Escrow Agent's delivery and Buyer’s acceptance of the certificates of the Deposit Shares shall constitute the Buyer's Parent's repurchase of the Deposit Shares from Seller, including without limitation any conveyances on official forms payment by Buyer's Parent and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);without recourse or warranty whatsoever against Seller. (b) Buyer shall deliver (and execute, as appropriate) to Seller: (i) the Preliminary Amount by wire transfer to the account(s) specified by Seller in written notice given by Seller to Buyer at least ten (10) Business Days prior to the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) Seller shall deliver to Buyer possession the Instruments of the AssetsConveyance; (diii) a certificate, in substantially the form set forth in Exhibit F, executed by Buyer (a) representing and warranting to Seller that each of Buyer’s representations and warranties in this Agreement is true and correct in all material respects as of the Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is stated to relate to an earlier date in which case such representation and warranty was true and correct on and as of such earlier date) and (b) representing and warranting to Seller that Buyer shall execute has performed and deliver letters complied in lieu directing all purchasers material respects with each of production the Buyer’s covenants and conditions in this Agreement prior to pay Buyer or as of the proceeds attributable to production from the Assets from and after the Effective TimeClosing Date; (eiv) a certificate executed by the secretary or assistant secretary of Buyer shall deliver certifying as to Seller evidence and attaching the following: (a) true, correct and complete copies the Buyer’s organizational documents (together with any and all amendments), (b) true, correct and complete copies of appropriate federalresolutions of Buyer’s board of directors or other managing authority, state as appropriate, authorizing and local bonds relating to ownership approving the execution, delivery, and performance of the Assets after Agreement, the Closing Instruments of Conveyance, or other documents delivered pursuant to this Agreement and certificates (c) the incumbency for each officer of insurance evidencing that Buyer has obtained appropriate insurance covering executing this Agreement, the AssetsInstruments of Conveyance, or other documents delivered pursuant to this Agreement; (fv) such other documents as Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and or counsel for Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyermay reasonably request.

Closing Obligations. At Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller SM Energy and Buyer shall execute and deliver the Assignment, in sufficient counterparts to facilitate recording in the applicable counties where the Assets are located; (b) SM Energy and Buyer shall execute and deliver assignments, on appropriate forms, of state and of federal leases comprising portions of the Assets, if any; (c) SM Energy and Buyer shall execute and deliver the Preliminary Settlement Statement pursuant to Section 2.6(a); (d) Buyer shall deliver to SM Energy, to the accounts designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Closing Amount; (e) SM Energy and Buyer shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to distribute the Deposit in same day funds to the account designated by SM Energy; (f) SM Energy shall deliver on forms supplied by Buyer (and reasonably acceptable to SM Energy) transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to Hydrocarbon production from the Assets from and after the Effective Time; (e) , for delivery by Buyer shall deliver to Seller evidence each purchaser of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”)such Hydrocarbon production; (g) SM Energy shall deliver an executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that SM Energy is not a “foreign person” or a “disregarded entity”; (h) Buyer shall prepare and Seller shall execute and deliver to a certificate from an authorized officer of Buyer all forms necessary for certifying on behalf of Buyer to assume operations that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled by Buyer; (i) SM Energy shall execute and deliver a certificate from an authorized officer of SM Energy certifying on behalf of SM Energy that the Assets as agreed to conditions set forth in Section 9.1(a) and Section 9.1(b) have been fulfilled by SM Energy; (j) SM Energy shall deliver a recordable release of any trust, mortgages, financing statements, fixture filings and security agreements made by SM Energy or its Affiliates affecting the PartiesAssets; and (hk) Seller SM Energy and Buyer shall execute and deliver any other agreements, instruments and documents that are required by other terms of this Agreement to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly be executed for assignment to Buyeror delivered at Closing.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeSELLERS will execute and deliver, acknowledge or cause to be executed and deliver delivered, to BuyerTOG: (i) an Assignmentcertificates representing the FININD SHARES and the ISOCLIMA SHARES, Bxxx duly endorsed by the SELLERS in the name of Sale TOG, said endorsement duly certified by Notary Public and Conveyance then duly registered in the relevant company’s shareholders’ book; ii) letter of resignation of the Assetsdirectors listed in Attachment 2.4 effective on Closing and acknowledging that such directors have no claims against the Acquired Companies whether for loss of office, effective as accrued remuneration or otherwise. iii) As a guarantee for SELLERS’ obligations provided for in this Agreement, SELLERS shall authorize TOG to place in escrow — according to what set forth in Attachment 2.4(a) — a number of TOG Stocks corresponding to a Market Value of Euro 10,000,000 (ten million), such amount to be reduced to Euro 1,000,000 (one million) (and the relevant TOG Stocks to be released to SELLERS) from January 1, 2011 until December 31, 2011, after which date all remaining TOG Stocks shall be released to SELLERS. If SELLERS wish to sell, in whole or in part, the TOG Stocks held in escrow, TOG shall cause the escrow agent to release same and the relevant proceeds shall be held in escrow in place of the Effective Time TOG Stocks. Alternatively, SELLERS shall have the right to Buyer (in sufficient counterparts to facilitate filing provide TOG with a first request primary bank guarantee reasonably acceptable by TOG and recording) substantially payable in the form USA for the entire or part of Exhibit C conveying the Assets; and amounts indicated above in which case the escrow agent shall release (iia) such other assignmentsa number of TOG Stocks whose market value at the time of delivery of the bank guarantee corresponds to the amount of the bank guarantee or (b) the relevant proceeds, bills if the sale of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);TOG Stocks has been already made. (b) Buyer shall deliver TOG will execute and deliver, or cause to Seller the cash portion be executed and delivered, to SELLERS: i) Cash in amount of eighty point twenty three percent (80.23%) of the Closing Purchase Price in immediately available fundsPrice, less minus the amount of any Transaction Fees, as defined in Section 12.1 of this Agreement to be paid by TOG to SELLERS by wire transfer with the Deposit and any additional deposit paid same value date or, at SELLERS’ discretion, bank cashier’s or certified checks payable to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession order of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeSELLERS respectively, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver following percentages: • Xx. Xxxxxxxxx: 25.6% to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to bank account indicated by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.SELLERS

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Buyer shall deliver (or cause to be delivered) to Seller shall executethe following items (all documents, acknowledge certificates and deliver other items listed below that are required to be executed, will be duly executed and acknowledged, where required, by an authorized signatory of Buyer or, if applicable, an affiliate of Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesBuyer Deliverables”): (i) (A) by direct bank deposit or wire transfer in same day funds to Seller (or any qualified intermediary designated by Seller), in accordance with Seller’s written instructions (to be provided to Buyer at least two (2) Business Days prior to the Closing), an amount equal to the Closing Amount, and (B) by direct bank deposit or wire transfer in same day funds to the Escrow Account, all amounts (if any) required to be deposited into the escrow pursuant to Section 6.4(b)(ii) or Section 6.6(b)(ii); (bii) Buyer shall deliver Deed, Assignment, Xxxx of Sale and Conveyances, in form and substance substantially similar to Seller that set forth on Exhibit D-1 (the cash portion “Assignment”), covering the Conveyed Properties, in sufficient counterparts for recordation in each of the Purchase Price counties in immediately available funds, less which the amount of Conveyed Properties are located and all appropriate U.S. state and U.S. federal assignments as may be reasonably necessary to convey the Deposit and any additional deposit paid Conveyed Properties to Seller pursuant to Section 10.1, and the Purchase Price UnitsBuyer; (ciii) Seller shall deliver to Buyer possession counterparts of an assignment of the AssetsOakfield Interests in the form attached hereto as Exhibit D-2 (the “Assignment of Oakfield Interests”), duly executed by Buyer; (div) a certificate in the form set forth on Exhibit F; (v) such evidence (including evidence of satisfaction of all applicable bonding requirements) as Seller may reasonably require, that Buyer is qualified with the applicable authorities to succeed Seller as the owner and, where applicable, operator of the Conveyed Properties; (vi) counterparts of the transition services agreement contemplated in the form set forth on Exhibit I (the “Transition Services Agreement”), duly executed by Buyer and Buyer shall execute and deliver its designee; (vii) all necessary letters in lieu of transfer orders, substantially in the form set forth on Exhibit G, directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets each Listed Interest from and after the Effective Time; (eviii) Buyer shall deliver conveyances, in form and substance substantially similar to Seller evidence of appropriate federal, state and local bonds relating to ownership that set forth on Exhibit D-3 (the “Surface Deeds”) of the Assets after real property described in the Closing and certificates surface deeds set forth on Exhibit A-4, in sufficient counterparts for recordation in each of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetscounties in which the applicable real property is located; (fix) if amounts are required to be deposited into the escrow pursuant to Section 6.4(b)(ii) or Section 6.6(b)(ii), counterparts of an escrow agreement with the Escrow Agent, in form and substance mutually agreeable to the Parties (the “Escrow Agreement”), duly executed by Buyer; (x) to the Specified Hedging Agreements and Existing Hedging Agreements counterparties for counter signature, the Novation Instruments (if agreed to as of the Closing Date) as may be required to novate each Specified Hedging Agreement and Existing Hedging Agreement to Buyer; and (xi) all other documents and instruments reasonably required from Seller to transfer the Conveyed Properties to Buyer. (b) Seller shall deliver (or cause to be delivered) to Buyer the following items (all documents, certificates substantiating and other items listed below that are required to be executed will be duly executed and acknowledged, where required, by an authorized signatory of Seller or, if applicable, an affiliate of Seller) (collectively, the “Seller Deliverables”): (i) Assignments covering the Conveyed Properties, in sufficient counterparts for recordation in each of the counties in which the Conveyed Properties are located and all appropriate U.S. state and U.S. federal assignments as may be reasonably necessary to convey the Conveyed Properties to Buyer; (ii) counterparts of the Assignment of Oakfield Interests, duly executed by Seller; (iii) a certificate in the form set forth on Exhibit E; (iv) any change of operator forms or notices that may be required to transfer operations on Seller operated Conveyed Properties to Buyer (it being understood and agreed, however, that except for its obligations under Section 5.7 and to deliver the Seller Deliverables described in this Section 9.2(b)(iv), Seller shall have no obligation to ensure (and does not warrant) that Buyer will succeed Seller as operator of any Conveyed Properties operated by Seller or any of its affiliates); (v) all recordable releases (where necessary) and termination statements from the applicable lenders under Seller’s revolving credit facility or other debt contracts of any mortgages, deeds of trust, financing statements, fixture filings, security agreements, guarantees or similar encumbrances burdening the Conveyed Properties or Oakfield Interests or provided by Oakfield, in each case, to the extent created or incurred by, through or under Seller or its affiliates, including those set forth on Schedule 4.1(u)(ii); (vi) all necessary letters in lieu of transfer orders, substantially in the form set forth on Exhibit G, directing all purchasers of production to pay Buyer the proceeds attributable to production from each Listed Interest from and after the Effective Time; (vii) counterparts of the Transition Services Agreement, duly executed by Seller or its applicable affiliate; (viii) a certification of non-foreign status in accordance with Treasury Regulations under Section 1445 of the Codefrom Seller, in the form of set forth on Exhibit D (“FIRPTA Certificate”)H; (gix) Buyer shall prepare Surface Deeds, in sufficient counterparts for recordation in each of the counties in which the applicable real property is located; (x) resignation letters, in form and Seller shall execute substance reasonably acceptable to Buyer, executed by each director and deliver officer of Oakfield, effective immediately upon the consummation of the Closing; (xi) if amounts are required to Buyer all forms necessary be deposited into the escrow pursuant to Section 6.4(b)(ii) or Section 6.6(b)(ii), counterparts of the Escrow Agreement, duly executed by Seller; (xii) to the Specified Hedging Agreements and Existing Hedging Agreements counterparties for Buyer to assume operations on counter signature, the Assets as Novation Instruments (if agreed to by as of the PartiesClosing Date) as may be required to novate each Specified Hedging Agreement and Existing Hedging Agreement to Buyer; and (hxiii) Seller shall deliver all other documents and instruments reasonably required from Buyer to Buyer transfer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment Conveyed Properties to Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller SELLER shall execute, acknowledge and deliver or cause to Buyerbe delivered to BUYER the following (“SELLER’S Closing Documents”): (i) an Assignment, Bxxx of Sale and Conveyance stock certificates representing all of the AssetsShares duly endorsed (or accompanied by duly executed stock powers) for transfer to BUYER; (ii) a certificate executed by SELLER to the effect that (A) except as otherwise stated in such certificate, effective SELLER’ s representations and warranties in this Agreement were accurate in all respects as of the Effective Time date of this Agreement and are accurate in all respects as of the Closing Date as if made on the Closing Date; and (B) SELLER has performed and complied with all covenants and conditions required to Buyer be performed or complied ·with by the SELLER prior to or at the Closing; (iii) a Good Standing Certificate of CANADA as of a recent date from the Corporate Charter Department of the Province of Ontario, CANADA and from all states in sufficient counterparts which CANADA has registered to facilitate filing do business; (iv) a certified copy of (1) the Contribution Agreement made by and recordingbetween SELLER and CANADA dated as of January 16, 2006, relating to the contribution by SELLER to CANADA of those assets described in Schedule 1.7(a)(iv)(l) (the “Contribution Agreement”), (2) the documentation evidencing the assignment of the MIT License (the “MIT Transfer Documents”), (3) the documentation evidencing the assignment of the patents, patent rights and trademarks described in Schedule 1.7(a)(iv)(3) (the “IP Transfer Documents”), and (4) the documentation evidencing the assignment of all regulatory approval (the “Regulatory Approval”) held by SELLER set forth in Schedule 1.7(a)(iv)(4) (the “Regulatory Approval Transfer Documents,” and collectively with the Contribution Agreement, the MIT Transfer Documents and the IP Transfer Documents, the “Canada Asset Transfer Documents”); (v) a certificate executed by SELLER to the effect that the MIT License, the Regulatory Approval and the assets described in Schedules 1.7(a)(iv)(l) and (3) (collectively, the “Assets”) have been duly assigned to CANADA; (vi) the Stock Pledge Agreement executed by SELLER substantially in the form provided in Exhibit 1.7(a)(vi) hereto (the “Stock Pledge Agreement”); (vii) a certified copy of the Transition Services Agreement made by and between SELLER and CANADA of even date herewith; (viii) a certified copy of the Patent License Agreement made by and between SELLER and CANADA of even date herewith; (ix) a Separation Agreement and General Release in the form attached hereto as Exhibit C conveying 1.7(a)(ix) (the Assets“Separation Agreement” ), executed by SELLER; and (x) a Consulting Agreement in the form attached hereto as Exhibit l.7(a)(x) (the “Consulting Agreement”), executed by SELLER. (b) BUYER shall deliver or cause to be delivered to SELLER the following (“BUYER’S Closing Documents”): (i) a certificate executed by BUYER to the effect that (A) except as otherwise stated in such certificate, BUYER’s representations and warranties in this Agreement were accurate in all material respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date; and (B) BUYER has performed and complied with all covenants and conditions required to be performed or complied with by it prior to or at the Closing; (ii) the Note, executed by BUYER; (iii) the Stock Pledge Agreement executed by BUYER accompanied by certificates for shares pledged under said agreement and stock powers relating to such shares endorsed in blank; (iv) [INTENTIONALLY DELETED]; (v) the Separation Agreement, executed by Buyer; (vi) the Consulting Agreement, executed by Buyer; and (vii) a letter from Xxxx Mon resigning from his position with the SELLER. (c) CANADA shall deliver or cause to be delivered to SELLER the following (“CANADA’S Closing Documents”): (i) a certificate executed by CANADA to the effect that (A) except as otherwise stated in such certificate, CANADA’s representations and warranties in this Agreement were accurate in all material respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date; and (B) CANADA has performed and complied with all covenants and conditions required to be performed or complied with by it prior to or at the Closing; and (ii) such other assignments, bills a certificate of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements an officer of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion CANADA dated as of the Purchase Price in immediately available funds, less the amount Closing Date certifying that attached thereto is a true and complete copy of the Deposit resolutions duly adopted by the board of directors of CANADA authorizing the execution, delivery and any additional deposit paid to Seller pursuant to Section 10.1, performance of this Agreement and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets;other agreements executed by CANADA in connection herewith and that such resolutions have not been modified, rescinded or amended and are in full force and effect. (d) Seller BUYER, CANADA, and Buyer SELLER shall execute each also deliver such other documents, instruments, certificates, and deliver letters in lieu directing all purchasers of production opinions as may be required by this Agreement or as otherwise necessary to pay Buyer consummate the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyertransactions contemplated hereby.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge and deliver to Buyer (i) an the Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially recording in the form of Exhibit C conveying applicable counties and parishes, covering the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Conveyed Interests; (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver assignments, on appropriate forms, of state and of federal leases comprising portions of the Conveyed Interests, if any; (c) Seller and Buyer shall execute and deliver an acknowledgement of the Preliminary Settlement Statement; (d) Buyer shall deliver to EOC, as agent on behalf of Seller, to the accounts designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Closing Cash Consideration, less the amount of the Deposit, and Buyer and Seller shall deliver instructions to the Escrow Agent authorizing the release of the Subsequent Deposit to Seller pursuant to the terms of the Escrow Agreement; (e) Seller shall deliver on forms supplied by Buyer and reasonably acceptable to Seller transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets Conveyed Interests from and after the Effective Time; (e) , for delivery by Buyer shall deliver to Seller evidence the purchasers of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsproduction; (f) Seller EXCO Resources, Inc. shall deliver to Buyer certificates substantiating nonan executed statement described in Treasury Regulation § 1.1445-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”2(b)(2); (g) Seller and Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.Joint Development Agreement;

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets Assignment to Buyer, including without limitation any conveyances on official forms and related documentation necessary as well as such certificates or other documents as are reasonably required to affect the transfer of the Assets Properties to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Buyer. (b) Buyer Sellers shall deliver to Seller the cash portion Buyer exclusive possession of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;Properties. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller Sellers and Buyer shall execute execute, acknowledge and deliver such transfer orders or letters in lieu thereof as Buyer may reasonably request, directing all purchasers of production to pay Buyer the make payment of proceeds attributable to production from the Assets from and Properties after the Effective Time;Time to Buyer. (d) To the extent all or a portion of the Purchase Price is paid in cash, Buyer shall tender the Adjusted Purchase Price to Sellers by wire transfer on the Closing Date. (e) Sellers will provide Buyer shall deliver with executed assignments of assignable contracts which relate to Seller evidence the Properties, if and to the extent that the terms of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing such contracts (if any) require that Buyer has obtained appropriate insurance covering the Assets;they be separately assigned. (f) Seller shall deliver Sellers will have delivered or cause to Buyer certificates substantiating non-foreign status be delivered evidence that all Liens securing unpaid indebtedness, including, without limitation, taxes, futures, xxxxxx, swaps, collars, puts, calls, floors, caps, options, or other obligations existing of law or in accordance with Treasury Regulations under Section 1445 contract, whether of the Coderecord or not, in the form of Exhibit D (“FIRPTA Certificate”);have been released. (g) Buyer shall prepare and An executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that each Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on is not a foreign person within the Assets as agreed to by meaning of the Parties; andCode. (h) Each Party shall deliver a certificate duly executed by an authorized officer of such Party if an entity, or by such Party otherwise, dated as of the Closing, certifying on behalf of such Party that the closing conditions with respect to such Party have been fulfilled. (i) Each non-entity Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment documentation, reasonable satisfactory to Buyer, certifying the authenticity of such Seller’s signature. (j) Copies of all consents, waivers of preferential rights and releases of Liens encumbering the Properties.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer: (i) an Assignmentcertificates representing the Shares, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer duly endorsed (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assetsor accompanied by duly executed stock powers); and (ii) such each other assignmentsdocument reasonably required to be delivered at Closing by Sellers, bills of saleHoldings or the Company in accordance with this Agreement. (b) ACAS will deliver to Buyer the original Warrants, or deeds necessary to transfer the Assets accompanied by assignment documentation reasonably acceptable to Buyer. (c) Buyer will deliver or cause to be delivered: (i) to Sellers and ACAS, including without limitation any conveyances in the aggregate, the sum of (A) $114,566,000 less the Continuing Indebtedness Outstanding and the Debt to be Repaid, plus (B) an amount equal to the Estimated Retained Cash, plus (C) the Estimated Adjustment Amount (which Estimated Adjustment Amount may be positive or negative), minus (D) the Cash Escrow Amount (such sum being hereinafter referred to as the “Closing Date Cash Consideration”), which Closing Date Cash Consideration shall be paid to or as directed by the Sellers and ACAS in such amounts and by such means as are specified in Exhibit 2.4(c) hereto (which Exhibit 2.4(c) shall be attached to this Agreement at Closing). At the instruction of Sellers’ Representative, to be delivered prior to Closing, Buyer shall pay the Seller Expenses out of the amounts otherwise payable under this Section 2.4(c)(i) and proportionately reduce the amounts payable to Sellers and ACAS hereunder by the amount of such Seller Expenses. All amounts set forth on official forms and related documentation necessary Exhibit 2.4 to be paid to Sellers or ACAS by wire transfer shall be in immediately available funds. (ii) to the Assets Escrow Agent, the Cash Escrow Amount; (iii) to or as directed by ACAS in immediately available U.S. funds by confirmed wire transfer to a bank account to be designated by ACAS, the Debt to be Repaid; and (iv) each other document reasonably required to be delivered at Closing by Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerthis Agreement.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) A. Seller shall execute, acknowledge and deliver to Buyer (i) , an Assignment, Bxxx Xxxx of Sale and Conveyance with a special warranty of title by, through and under Seller in the Assets, effective form attached as Exhibit G conveying the Assets to Buyer as of the Effective Time Time. B. Seller shall execute, acknowledge and deliver to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in Buyer, assignments on the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds required governmental forms necessary to transfer convey the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) C. Seller and Buyer shall execute and deliver letters the Preliminary Settlement Statement. D. Buyer shall deliver the Closing Amount to the account at the bank designated by Seller in lieu directing all purchasers of production writing, by wire transfer in immediately available funds, or by such other method as agreed to pay by the Parties. E. Buyer and Seller shall execute instructions to the proceeds attributable Escrow Agent to production from wire the Assets from and after funds in the Effective Time;Escrow Account to Seller. (e) F. Buyer shall deliver to Seller evidence of appropriate federal, state the Officer's Certificate in form and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;substance as set forth in Exhibit H. (f) G. Seller shall deliver to Buyer certificates substantiating non-foreign status the Officer's Certificate in accordance with Treasury Regulations under Section 1445 of the Code, form and substance as set forth in the form of Exhibit D (“FIRPTA Certificate”);I. (g) Buyer shall prepare and H. Seller shall execute and deliver to Buyer an affidavit of non-foreign status and no requirement for withholding under Section 1445 of the Code in the form attached as Exhibit J. I. Seller shall prepare, execute and deliver to Buyer appropriate letters‑in‑lieu of transfer orders. J. Buyer and Seller shall execute all forms documents necessary for Buyer to assume transfer operations on the Seller operated Assets as agreed to by the Parties; andBuyer or Buyer's designated operator. (h) K. Seller shall make the Records available for pick up by Buyer at Closing to the extent possible, but in any event, within five business days after Closing. L. Seller and Buyer shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Bxxx a xxxx of Sale and Conveyance sale for all of the Assets, effective as Assets that are Tangible Personal Property in the form of Exhibit A (the “Xxxx of Sale”) executed by Seller; (ii) an assignment of all of the Effective Time to Buyer Assets that are intangible personal property and assumption of the Assumed Liabilities in the form of Exhibit B (the “Assignment Agreement”) executed by Seller; (iii) assignments of the Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights of Seller included therein in sufficient counterparts to facilitate filing and recording) substantially accordance with this Agreement in the form of Exhibit C conveying (the Assets; and“IP Assignment Agreement”) executed by Seller; (iiiv) a license and sublicense agreement in the form of Exhibit D (the “License Agreement”) executed by Seller and any necessary third party granting to Buyer the exclusive, royalty-free, perpetual and fully-paid-up license and right to use certain Intellectual Property of Seller which Buyer is not acquiring from Seller pursuant to this Agreement, but which is used or has been used by Seller in the Business and granting to Seller a non-exclusive, royalty-free, perpetual and fully-paid-up license and right to use certain Intellectual Property of Seller which Buyer is acquiring from Seller pursuant to this Agreement; (v) an occupancy agreement in the form of Exhibit E (the “Occupancy Agreement”), executed by C-COR, pursuant to which Buyer shall occupy a portion of C-COR’s premises located at 00 Xxxxxxxx Xxxxx, Xxxxxxxxxxx, Connecticut at no cost for up to sixty (60) days; (vi) a services agreement in the form of Exhibit F (the “Services Agreement”), executed by C-COR, pursuant to which C-COR shall provide certain manufacturing services and other services to Buyer; (vii) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (viii) non-competition agreement restricting Seller from engaging in competition with Buyer or its Affiliates for a period not less than three (3) years, in the form of Exhibit G, executed by Seller (the “Non-Competition Agreement”); (ix) a certificate executed by Seller as to the accuracy of Seller’s representations and warranties as of the Closing Date and as to their compliance with and performance of Seller’s covenants and obligations to be performed or complied with at or before the Closing in accordance with requirements Section 6.1; and (x) a certificate of governmental regulations (collectivelythe Secretary of Seller certifying, as complete and accurate as of the “Conveyances”);Closing, certifying and attaching all requisite resolutions or actions of Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Transactions. (b) Buyer shall deliver to Seller the cash portion Seller: (i) $3,300,000 of the Purchase Price Initial Payment Amount, by wire transfer to an account specified by Seller in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Unitswriting; (cii) Seller shall deliver to Buyer possession the Xxxx of the AssetsSale executed by Buyer; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeAssignment Agreement executed by Buyer; (eiv) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsIP Assignment Agreement executed by Buyer; (fv) Seller shall deliver the License Agreement executed by Buyer; (vi) the Occupancy Agreement executed by Buyer; (vii) the Services Agreement executed by Buyer; (viii) the Non-Competition Agreement executed by Buyer; (ix) a certificate executed by Buyer as to Buyer certificates substantiating non-foreign status the accuracy of its representations and warranties as of the date of the Closing Date and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”)6.2; (gx) a certificate of the President of Buyer shall prepare certifying, as complete and Seller shall execute accurate as of the Closing, certifying and deliver attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Transactions and certifying to the incumbency and signatures of the officers of Buyer all forms necessary for Buyer executing this Agreement and any other document relating to assume operations on the Assets as agreed to by the PartiesTransactions; and (hxi) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Seller, each in form and substance satisfactory to Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly its legal counsel and executed for assignment to by Buyer.

Closing Obligations. 9.1 At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and execute and/or deliver to Buyerthe following: (i) an Assignmenta bargain and sale deed without covenant against grantor’s acts, Bxxx of Sale and Conveyance containing the covenant required by Section 13 of the AssetsNew York Lien Law, effective so as to convey the Property to Purchaser, together with the Common Interest, subject only to the Permitted Exceptions; (ii) a written agreement pursuant to which Seller shall assign to Purchaser, and Purchaser shall assume and agree to be bound by, all obligations and liabilities of Seller under the Leases and otherwise with respect to the Tenants of the Effective Time Premises, including the guaranties under the Leases, with respect to Buyer (in sufficient counterparts obligations which arise after Closing, subject to facilitate filing the further terms and recording) conditions of this Agreement, such agreement to be substantially in the form of Exhibit C conveying the Assets; and E attached hereto (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesAssignment of Leases”); (biii) Buyer shall deliver a schedule of all security deposits and a check or credit to Seller the cash portion of the Purchase Price Purchaser in immediately available funds, less the amount of the Deposit and any additional deposit paid to such security deposits, including accrued interest thereon, held by Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after on the Closing Date, together with an assignment and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, assumption agreement substantially in the form attached hereto as Exhibit F (the “Assignment of Exhibit D (“FIRPTA CertificateSecurity Deposits”); (giv) Buyer shall prepare a certificate updating the Rent Schedule and Arrearage Schedule, together with an assessment of such arrears, subject to adjustment as provided herein; (v) an original letter, executed by Seller or by its agent, advising the Tenants of the sale of the Property to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct; (vi) to the extent the same are in Seller’s possession or in the possession of Seller’s managing agent, Seller shall deliver all original Leases and any amendments or extensions thereto; (vii) original Tenant Estoppel Certificates (hereinafter defined) in the form required by each Tenant’s Lease dated no earlier than forty-five (45) days prior to the Scheduled Closing Date. Seller shall request in writing that the Tenants execute such Tenant Estoppel Certificates. Seller’s delivery to Purchaser of original Tenant Estoppel Certificates for all of the Tenants as aforesaid shall be a condition to Purchaser’s obligation to close hereunder. In addition, the business terms contained in the Tenant Estoppel Certificates must be in accordance with the Leases in all material respects; (viii) a certificate by each of the Condominiums or their respective managing agents substantially in the form annexed hereto as Exhibit G; (ix) an assignment to Purchaser, without recourse or warranty, of all of the interest of Seller in and deliver to Buyer the certificates, permits, approvals and other documents to be delivered to Purchaser at the Closing which are then in effect with respect to the Property and are assignable by Seller substantially in the form annexed hereto as Exhibit H (the “General Assignment”); (x) an affidavit of Seller pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended, stating that Seller is not a foreign person within the meaning of such Section; (xi) checks to the order of the appropriate governmental authority in payment of all forms necessary for Buyer applicable real property transfer taxes and any tax returns therefor (the “Transfer Tax Returns”) required to assume operations be executed by Seller except that Seller may request that Purchaser use all or a portion of the Balance due Seller to pay such taxes on Seller’s behalf; (xii) evidence reasonably satisfactory to the Assets Title Company that (i) Seller is authorized to consummate the transaction contemplated herein, and (ii) the individual(s) executing the documents on behalf of Seller is/are authorized to do so; (xiii) to the extent the same are in Seller’s possession, all keys to the Units and all access codes, if any; (xiv) a title affidavit in the form annexed hereto as agreed Exhibit J; (xv) all other documents and instruments required by this Agreement and/or the Condominium Documents to be executed and/or delivered by the PartiesSeller at Closing; and (hxvi) any other documents, instruments, or agreements reasonably necessary to effectuate the transactions contemplated hereunder, in accordance with the express terms, covenants and conditions hereof. 9.2 At the Closing, Purchaser shall pay the Balance to Seller as provided in Article 2 hereof. 9.3 At the Closing, Purchaser shall execute and/or deliver to Buyer the certificates for all following: (i) the Transfer Tax Returns; (ii) a Power of Attorney executed by Purchaser and acknowledged by a notary public, in the form required by the Condominium Documents, in favor of the GMO Stock applicable Board of Managers, if required; (iii) the General Assignment; (iv) the Assignment of Leases; (v) the Assignment of Security Deposits; (vi) a written agreement authorizing Escrow Agent to pay the Escrow Funds to Seller or Seller’s designee, and releasing Escrow Agent from any liability arising out of the performance of its obligations pursuant to this Agreement; (vii) copies of the articles of organization of Purchaser, and all consents and resolutions required to consummate the transactions contemplated hereby, certified to be true and complete by an authorized officer of Purchaser; (viii) such affidavits, agreements and instruments as shall be reasonably required by the MV Stock properly Title Company; (ix) all other documents and instruments required by this Agreement and/or the Condominium Documents to be executed for assignment and/or delivered by Purchaser at Closing; and (x) any other documents, instruments or agreements reasonably necessary to Buyereffectuate the transactions contemplated hereunder, in accordance with the express terms, covenants and conditions hereof.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer: (i) an Assignmentcertificates representing the Shares, Bxxx of Sale and Conveyance duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the AssetsNew York Stock Exchange, effective as of the Effective Time for transfer to Buyer Buyer; (in sufficient counterparts to facilitate filing and recordingii) substantially releases in the form of Exhibit C conveying the AssetsANNEX B executed by Sellers (collectively, "Sellers' Releases"); and (iiiii) such if the Closing occurs on a date other assignmentsthan the actual date of execution hereof, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms a certificate executed by Sellers representing and related documentation necessary to transfer the Assets warranting to Buyer that each of Sellers' representations and warranties in accordance with requirements this Agreement is accurate in all respects as of governmental regulations the Closing Date as if made on the Closing Date (collectively, Sellers' execution of this Agreement constituing their representation that the “Conveyances”same are accurate in all respects as of the date of actual execution hereof);; and (b) Buyer shall will deliver to Sellers: (i) the amount or the aggregate amount set forth opposite each Seller's name on ANNEX C hereto under the heading "Distributable to Seller on Closing Date" (minus, in the cash portion case of the Optionholders, applicable withholding taxes), paid by means of bank cashier's or certified check or by wire transfer to the accounts specified in such ANNEX C (it being understood that (A) Buyer will wire to an account designated by DeMuxx, Xxlgxx & Xerhxxx xxx aggregate payment to be made to all Sellers who are entitled to receive less than $100,000 on the Closing Date, and DeMuxx, Xxlgxx & Xerhxxx xxxll, as soon as reasonably practicable, distribute checks to each such Seller in the amount such Seller is entitled to receive and (B) payments to Sellers which are subject to deduction of withholding and employment taxes shall be paid as promptly as practicable following the Closing); (ii) the sum of $1,177,900 to the escrow agent referred to in Section 2.4(c) by bank cashier's or certified check or by wire transfer; and (iii) if the Closing occurs on a date other than the date hereof, a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date. It is further understood and agreed that, from the full Purchase Price payable by Buyer at the Closing, there shall be deducted the aggregate amount set forth on ANNEX C under the heading "Option Price Payable", which amount represents the exercise price which would have been payable by each Optionholder if each such Optionholder had exercised his or her Options. Such deduction shall be reflected in the Closing Net Worth Statement in the manner set forth in Section 2.6. In addition, an aggregate of $250,000 of the Purchase Price shall be placed in immediately available fundsescrow and held in an account designated by DeMuxx, less Xxlgxx & Xerhxxx (xxd subject to its exclusive control) for purposes of adjusting the amount Closing Net Worth Statement to reflect certain expenses of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;transactions contemplated hereby. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, Sellers will enter into an escrow agreement in the form of Exhibit ANNEX D (“FIRPTA Certificate”); (gthe "Escrow Agreement") Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerattached hereto.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) , an Assignment, Bxxx Xxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of attached as Exhibit C L, conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer as of the Closing Date, with (i) a special warranty of the real property title by, through and under Seller but not otherwise, and (ii) with all personal property and fixtures conveyed “AS IS, WHERE IS,” with no warranties whatsoever, express, implied or statutory, except those provided in accordance with requirements of governmental regulations (collectively, the “Conveyances”);this Agreement. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;(Intentionally deleted). (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters the Preliminary Settlement Statement. (d) Buyer shall deliver the Closing Amount to the account at the Bank designated by Seller in lieu directing all purchasers of production writing, by wire transfer in immediately available funds, or by such other method as agreed to pay Buyer by the proceeds attributable to production from the Assets from and after the Effective Time;Parties. (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating Buyer’s Officer Certificate in such form as may be agreed to ownership of by the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;Parties. (f) Seller shall deliver to Buyer certificates substantiating Seller’s Officer Certificate in such form as may be agreed to by the Parties. (g) Seller shall execute and deliver to Buyer affidavits of non-foreign status in accordance with Treasury Regulations and no requirement for withholding under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver forms acceptable to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; andBuyer. (h) At any request by POI or PERC, POI, PERC and Buyer shall execute a joinder document to acknowledge that it has become a party to the JOA, although Buyer shall be considered a party to the JOA from the date of Closing regardless of whether any joinder document is executed. (i) Seller and Buyer shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Bxxx a xxxx of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets that are Tangible Personal Property in the form of Exhibit C conveying 2.6(a)(i) (the Assets; and“Xxxx of Sale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property, and Seller Contracts described in Section 2.1 in the form of Exhibit 2.6(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) assignments of all Intellectual Property Assets, as defined in Section 3.23(a), and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6(a)(iii) executed by Seller (the “Intellectual Property Assignment”); (iv) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and/or other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) the Consents listed on Exhibit 2.6(a)(v) with respect to the Seller Contracts; (vi) a certificate executed by DGLP and Subsidiary as to the accuracy of their representations and warranties as of the Closing and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing; (vii) a certificate of the Secretary of DGLP and Subsidiary (A) certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller (as certified, where feasible, by the Secretary of State of Nevada, with respect to DGLP, and the Secretary of State of Delaware, with respect to Subsidiary, as of a recent date), (B) certifying and attaching all requisite resolutions or actions of DGLP’s board of directors, Subsidiary’s board of directors, and the stockholders of each of DGLP and Subsidiary approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the (viii) change of Subsidiary’s name contemplated by Section 5.16, (C) certifying to the incumbency and signatures of the officers of DGLP and Subsidiary executing this Agreement and any other document relating to the Contemplated Transactions, and (D) attaching a certificate as of a date not earlier than the tenth business day prior to the Closing Date as to the good standing of DGLP and Subsidiary, executed by the appropriate officials of the State of Nevada, with respect to DGLP, and the Secretary of State of Delaware, with respect to Subsidiary and each jurisdiction in accordance which DGLP and Subsidiary is licensed or qualified to do business as a foreign corporation as specified in Part 3.1(a) below; (ix) an opinion of Xxxxx Xxxxx, Esq., counsel to Seller, dated the Closing Date, in the form of Exhibit 2.6(a)(viii); (x) Releases of all Encumbrances on the Assets, other than Permitted Encumbrances; (xi) such other documents as Buyer may reasonably request for the purpose of (A) evidencing the accuracy of any of DGLP’s and Subsidiary’s representations and warranties, (B) evidencing the performance by DGLP and Subsidiary, or the compliance by DGLP and Subsidiary with, any covenant or obligation required to be performed or complied with requirements by DGLP and Subsidiary pursuant to this Agreement, or (C) otherwise facilitating the consummation or performance of governmental regulations any of the Contemplated Transactions; (collectivelyxii) the Investor Representation Statement, executed by Seller, in the form of Exhibit 2.6(a)(xi); (xiii) the Escrow Agreement (as defined below) executed by Seller; (xiv) the employment agreements in the form of Exhibits 2.6(a)(xi)(1)-(5) (the “ConveyancesEmployment Agreements”); (xv) Satisfactory evidence that legal counsel to Seller has been paid in full for all services rendered in connection with the negotiation of this Agreement and the Contemplated Transactions; (xvi) a hard copy backup to tape of all Software related to the Business; and (xvii) such other documents as Buyer may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, (B) evidencing the performance by Seller, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by Seller pursuant to this Agreement, or (C) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer shall deliver to Seller DGLP: (i) the amount of cash portion of the Purchase Price determined pursuant to Section 2.3(a), paid by wire transfer in immediately available fundsfunds to an account specified by Seller, less the amount net of the Escrow Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”as defined below); (gii) Buyer shall prepare and Seller shall execute and deliver the Escrow Deposit (as defined below) to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; andEscrow Agent; (hiii) Seller shall deliver the Xxxx of Sale, executed by Buyer; (iv) the Assignment and Assumption Agreement; executed by Buyer; (v) the Employment Agreements, executed by Buyer; (vi) the Escrow Agreement (as defined below) executed by Buyer and Escrow Agent (as defined below); (vii) a certificate executed by Buyer as to Buyer the certificates for all accuracy of their representations and warranties as of the GMO Stock Closing and all as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing; (viii) a certificate of the MV Stock properly executed Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying that the execution and delivery of this Agreement and the consummation of the Contemplated Transactions has been approved by all requisite authority and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; (ix) Such other documents as Seller may reasonably request for assignment the purpose of (A) evidencing the accuracy of any representation or warranty of Buyer, or (B) evidencing the performance by Buyer of, or compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers and the Company shall, and Sellers shall executecause the Company to, acknowledge and deliver deliver, or cause to Buyerbe delivered, to Buyer the following: (i) certificate(s) representing the Purchased Stock, duly endorsed for transfer (or accompanied by duly executed stock powers) or, in the event of a lost certificate, an Assignmentaffidavit with respect to same indemnifying Buyer against any claim from any other Person asserting that it owns any Purchased Stock through such Seller; (ii) an option cancellation agreement, Bxxx of Sale and Conveyance of the Assets, effective dated as of the Effective Time to Buyer Closing Date, in substantially the form attached hereto as Exhibit A, duly executed by each Optionholder and the Company (the “Option Cancellation Agreement”); (iii) a warrant cancellation agreement, dated as of the Closing Date, in sufficient counterparts to facilitate filing substantially the form attached hereto as Exhibit B, duly executed by the Warrantholder and recordingthe Company (the “Warrant Cancellation Agreement”); (iv) an escrow agreement substantially in the form of Exhibit C conveying (the Assets“Escrow Agreement”), duly executed by the Sellers’ Representative; (v) instruments evidencing the resignation of each director, manager and officer of the Company that Buyer has requested to resign as of the Closing (with such request being given by Buyer to Sellers no fewer than five (5) Business Days prior to the Closing Date), in form and substance reasonably acceptable to Buyer, duly executed by each such director, manager and officer; (vi) a statement pursuant to § 1.897-2(h) of the Treasury Regulations, duly executed by the Company, certifying that the Securities being transferred under this Agreement do not constitute a U.S. real property interest; (vii) payoff letters (the “Debt Payoff Letters”), in form and substance reasonably acceptable to Buyer, duly executed by the Lenders, providing for, upon the payment of all Closing Indebtedness owed by the Company to such Lender at the Closing, the termination of all Encumbrances held by such Lender with respect to the Assets of the Company (including the authorization of the filing of all necessary UCC-3 termination statements and other necessary documentation in connection with the termination of such Encumbrances); (viii) evidence, in form and substance reasonably acceptable to Buyer, that all Encumbrances on the Purchased Stock (other than Statutory Transfer Restrictions) and all Encumbrances on the Assets of the Company (other than Permitted Encumbrances) have been released and all Indebtedness has been paid, in each case, at or prior to the Closing; (ix) invoices (the “Invoices”) from the applicable Persons, dated no more than two (2) Business Days prior to the Closing Date, with respect to all Closing Transaction Expenses due and payable to such applicable Persons as of the Closing Date; (x) copies of those notices required to be given and Consents required to be obtained by either of Sellers or the Company in connection with the execution and delivery of the Transaction Documents and the consummation of the Transactions that are set forth on Schedule 2.5(a)(x) to the Seller Disclosure Letter, in each case, in form and substance reasonably acceptable to Buyer; (xi) with respect to the Leased Real Property, estoppel certificates and landlord waivers, in each case, in form and substance reasonably acceptable to Buyer, duly executed by the lessors leasing the Leased Real Property; (xii) the Constitutive Documents of the Company and certificates of good standing (or the equivalent) from the jurisdiction of incorporation, organization or formation of the Company and each other jurisdiction in which the Company is qualified to do business, all issued by the Secretary of State or Commonwealth (or other applicable Governmental Authority) of such jurisdiction, all of which are to be dated within ten (10) Business Days prior to the Closing Date; (xiii) a certificate, in form and substance reasonably acceptable to Buyer, duly executed by an authorized officer of the Company (A) certifying as accurate and complete as of the Closing, attached copies of the Governance Documents of the Company, (B) attaching all requisite resolutions of the board of directors and shareholders of the Company approving the execution and delivery of the Transaction Documents and the consummation of the Transactions, and certifying that all such resolutions were duly adopted, have not been amended, modified or rescinded in any respect and remain in full force and effect as of the Closing, and (C) certifying as to the names, titles and signatures of the officers of the Company authorized to sign the Transaction Documents on behalf of the Company; (xiv) the Constitutive Documents of each Seller that is an entity and a certificate of good standing (or the equivalent) from the jurisdiction of incorporation, organization or formation of such Seller issued by the Secretary of State or Commonwealth (or other applicable Governmental Authority) of such jurisdiction, which are to be dated within ten (10) Business Days prior to the Closing Date; (xv) a certificate, in form and substance reasonably acceptable to Buyer, duly executed by an authorized officer of each Seller that is an entity (A) attaching all requisite resolutions of the board of directors and shareholders of such Seller approving the execution and delivery of the Transaction Documents and the consummation of the Transactions, and certifying that all such resolutions were duly adopted, have not been amended, modified or rescinded in any respect and remain in full force and effect as of the Closing, and (B) certifying as to the names, titles and signatures of the officers of such Seller authorized to sign the Transaction Documents on behalf of such Seller; (xvi) the Allocation Certificate in accordance with Section 2.2(e), duly executed by each Seller; (xvii) evidence satisfactory to Buyer that the loan made by the Company to Xxxxx Xxxxxx has been satisfied and paid in full; and (iixviii) such other assignmentsContracts, bills of sale, or deeds documents and certificates necessary to transfer consummate the Assets Transactions, as Buyer reasonably requests, each in form and substance reasonably acceptable to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer each duly executed by the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);applicable Person. (b) Buyer shall deliver deliver, or cause to Seller be delivered, the cash portion of following: (i) the Purchase Price Closing Payments, to the respective Persons, in immediately available fundsthe respective form and in the respective amounts, less the amount of the Deposit and any additional deposit paid to Seller pursuant to in each case, in accordance with Section 10.1, and the Purchase Price Units2.3; (cii) Seller shall deliver to Buyer possession of Sellers, the AssetsEscrow Agreement, duly executed by Buyer; (diii) Seller the Constitutive Documents of Buyer and Buyer shall execute and deliver letters in lieu directing a certificate of good standing, all purchasers issued by the Secretary of production State of Delaware, all of which are to pay Buyer the proceeds attributable be dated within ten (10) Business Days prior to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesDate; and (hiv) Seller shall deliver a certificate, in a form reasonably acceptable to Sellers, duly executed by an authorized officer of Buyer the certificates for all (A) certifying as accurate and complete as of the GMO Stock and all Closing, attached copies of the MV Stock properly executed for assignment Governance Documents of Buyer, (B) attaching all requisite resolutions or actions of the board of directors of Buyer approving the execution and delivery of the Transaction Documents and the consummation of the Transactions, and certifying that all such resolutions were duly adopted, have not been amended, modified or rescinded in any respect and remain in full force and effect as of the Closing, and (C) certifying as to the names, titles and signatures of the officers of Buyer authorized to sign the Transaction Documents on behalf of Buyer.

Closing Obligations. At In addition to any documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Company shall execute, acknowledge and deliver to BuyerPurchaser: (i) an Assignmenta bill of sale for all the Acquired Assets (other than the Contxxxxs, Bxxx of Sale the Real Estate Leases, Third Party IP and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recordingRegistered IP) substantially in the form of Exhibit C conveying 1.06(a)(i) (the Assets; and"Bill of Sale") executed by Company; (ii) such other assignments, bills ax xxsignment of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion all of the Purchase Price Contracts included in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Acquired Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D 1.06(a)(ii), which assignment shall also contain Purchaser's undertaking and assumption of obligations and liabilities with respect to events arising from and after the Closing Date (“FIRPTA Certificate”the "Assignment and Assumption Agreement") executed by Company; (iii) a recordable assignment of all (A) the trademarks included in the Registered IP in the form of Exhibit 1.06 (a) (iii)(A) (the "Trademark Assignment"), (B) the patents and patent applications included in the Registered IP in the form of Exhibit 1.06(a)(iii)(B) (the "Patent Assignment"), and (C) a limited power of attorney in form and substances satisfactory to both Parties authorizing Purchaser to undertake with the appropriate registrars the registrant name change process with respect to the domain names transferred to Purchaser pursuant to this Agreement in accordance with the transition plan agreed to by the Parties pursuant to the Transition Services Agreement, executed by the Company; (iv) assignment and assumption of the Third Party IP, assigning Company's right thereunder to Purchaser, executed by Company in the form attached hereto as Exhibit 1.06(a)(iv), including where available and if obtainable prior to Closing at no more than a nominal cost to Company, any necessary licensor consents to assignment required under the applicable license agreement, which assignment shall also contain Purchaser's undertaking and assumption, of obligations and liabilities with respect to events arising from and after the Closing Date, of the Third Party IP (the "Third Party IP Assignment and Assumption Agreements"); (gv) Buyer an assignment and assumption agreement assigning the 50 West Watkins Mill Road Lease in the form of Exhibit 1.06(a)(x), xxxxxxxx xx Company and the landlord, which assignment shall prepare also contain Purchaser's undertaking and Seller assumption of obligations and liabilities with respect to events arising from and after the Closing Date, of the 50 West Watkins Mill Road Lease (the "50 West Watkins Lease Axxxxxxxxx xxx Xxxxxxxxxx Agreement"); (vi) a sublease agreement between Purchaser, as landlord, and Company, as tenant, in the form attached hereto as Exhibit 1.06(a)(vi), executed by Company (the "Sublease"); (vii) a license agreement between Purchaser, as licensor, and Company, as licensee, in the form attached hereto as Exhibit 1.06(a)(vii) (the "Drug Repositioning License Agreement") executed by Company, granting rights to the Company to use, license or sublicense, from and after Closing, certain Acquired Assets and Registered IP in connection with the Drug Repositioning Business; (viii) a license agreement between Purchaser, as licensor, and Company, as licensee, in the form attached hereto as Exhibit 1.06(a)(viii) (the "Diagnostic Development License Agreement") executed by Company, granting rights to the Company to use, license or sublicense, from and after Closing, certain Acquired Assets and Registered IP in connection with the Diagnostic Development Business; (ix) a master services agreement by and between Purchaser and Company in the form attached hereto as Exhibit 1.06(a)(ix), executed by Company (the "Drug Repositioning MSA Agreement"); (x) a master services agreement by and between Purchaser and Company in the form attached hereto as Exhibit 1.06(a)(x), executed by Company (the "Diagnostic Development MSA Agreement"); (xi) a transition services agreement by and between Purchaser and Company in the form attached hereto as Exhibit 1.06(a)(xi), executed by Company (the "Transition Services Agreement"); (xii) a certificate executed by Company as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 5.01 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 5.02; (xiii) in the event that a Backstop Letter of Credit is not delivered at Closing by Purchaser as provided in Section 1.03(b)(iii)(Y), Company shall execute deliver the Security Agreement and deliver the Escrow Agreement each executed by Company; (xiv) a certificate as to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to good standing of the Company issued by the PartiesSecretary of State of the State of Delaware; and (hxv) Seller a certificate of the Secretary of Company certifying and attaching all requisite resolutions or actions of Company's board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the Transactions and certifying to the incumbency and signatures of the officers of Company executing this Agreement and any other documents relating to the Transactions. (b) Purchaser and Parent shall deliver to Buyer Company: (i) the certificates for all Closing Cash Payment by wire transfer to an account specified by Company; (ii) the Promissory Note executed by Purchaser and Parent; (iii) either (A) the Guarantee executed by Parent and Coramandel, and the Security Agreement executed by Purchaser and the Escrow Agreement executed by Purchaser and Escrow Agent or (B) a Backstop Letter of Credit; (iv) the Assignment and Assumption Agreement executed by Purchaser; (v) the (A) Trademark Assignment and (B) Patent Assignment, executed by Purchaser; (vi) the Drug Repositioning License Agreement executed by Purchaser; (vii) the Diagnostic Development License Agreement executed by Purchaser; (viii) the 50 West Watkins Lease Assignment and Assumption Agreement executed by Xxxxxxser; (ix) the Sublease executed by Purchase; (x) the Drug Repositioning MSA executed by Purchaser; (xi) the Diagnostic Development MSA Agreement executed by Purchaser; (xii) the Transition Services Agreement executed by Purchaser; (xiii) the Third Party IP Assignment and Assumption Agreements executed by Purchaser; (xiv) a certificate of the GMO Stock and all good standing of Purchaser as of not more than five (5) days prior to Closing issued by the Secretary of State of the MV Stock properly State of Delaware and a certificate issued by the government of the Republic of India as of a recent date with similar effect with respect to Parent; (xv) a certificate executed for assignment by Purchaser as to Buyerthe accuracy of its representations and warranties as of the date of this Agreement and the Closing Date in accordance with Section 6.01 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before Closing in accordance with Section 6.02; and (xvi) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of Purchaser's board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the Transactions and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document relating to the Transactions.

Closing Obligations. At the Closing, the following events (“Closing Obligations”) shall occur, subject to the satisfaction of the conditions precedent contained in Section 8.02 and Section 8.03 above, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer for Buyer (i) an Assignment’s execution, Bxxx a Conveyance and Assignment and Xxxx of Sale and Conveyance of attached hereto as Exhibit B, conveying to Buyer the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements the terms of governmental regulations this Agreement. Buyer agrees that all assignments executed in Buyer’s favor that require the approval of the MMS will be filed by Buyer with the for such approval, together with all other necessary documentation and bonds, if any, required to be submitted therewith, no later than five (collectively, 5) business days after the “Conveyances”);Closing. (b) Buyer shall deliver to Seller the cash portion of the Closing Purchase Price by wire transfer in immediately available federal funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.12.01(e) hereinabove, and the Purchase Price Units;as may be adjusted pursuant to Section 2.02 hereinabove. (c) Seller shall deliver to Buyer exclusive possession of the Assets;, including all monies held in suspense and for account of third parties. (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 a Release for any of the Code, in the form of Exhibit D (“FIRPTA Certificate”);Assets which are subject to Seller’s mortgage agreement. (ge) Seller and Buyer shall deliver copies of all such documents deemed reasonably necessary by the other to evidence each party’s authority to enter into and execute all agreements required hereunder to satisfy the Closing Obligations, including, without limitation, powers of attorney, corporate resolutions, by-laws and such similar documents evidencing a party’s authority such as the other party may reasonably request. (f) Buyer shall prepare and Seller shall execute and deliver such other documents as may be necessary to consummate the transactions contemplated hereby, including forms transferring all permits related to the Assets. (g) Seller and Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to shall deliver, upon request by the Parties; andother, a certificate dated as of the Closing date, signed by an authorized representative of the requested party, certifying that the representations and warranties of such party as set forth in this Agreement were true and complete, in all material respects, when made, and shall be true and complete on, and as of, Closing as though such representations and warranties were made at, and as of, such date. (h) Seller shall deliver To the extent any of the Assets assigned to Buyer by Seller require the certificates for all approval of the GMO Stock MMS and all to the extent such approval cannot be obtained without the posting of a bond with the MV Stock properly MMS, Buyer shall provide Seller with evidence that such required bond has been obtained by Buyer and is ready for submittal to the MMS. (i) Buyer shall execute or cause to be executed for assignment and delivered to BuyerSeller the (i) Guaranty; (ii) Operated Escrow Agreement; (iii) Non-Operated Escrow Agreement; (iv) Operated Deposit Account Security Agreement and Operated Deposit Account Control Agreement contained in Exhibit G-1; (v) Non-Operated Deposit Account Security Agreement and Non-Operated Deposit Account Control Agreement contained in Exhibit H-1; and (vi) Mortgage.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Parties shall execute, acknowledge and deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording of the conveyance of the Franklin Street Property: (i) an Assignment, a bxxx of sale for all of the Assets of Company and E122 that are Tangible Personal Property and Inventories in the form of Exhibit M (the “Company Bxxx of Sale Sale”) and Conveyance a bxxx of sale for all of the Assets of Suzhou that are Tangible Personal Property and Inventories in the form of Exhibit N (the “Suzhou Bxxx of Sale”) each executed by Seller Parties; (ii) an assignment of all of the Assets of Company and E122 that are intangible personal property, including without limitation the Intellectual Property Assets, in the form of Exhibit O, including but not limited to Acquired Contracts, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Company Assignment and Assumption Agreement”) and an assignment of all of the Assets of Suzhou that are intangible personal property, including without limitation the Intellectual Property Assets, in the form of Exhibit P, including but not limited to Acquired Contracts, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Suzhou Assignment and Assumption Agreement”) each executed by Seller Parties; (iii) for each interest in Real Property identified on Schedule 3.7, a recordable general warranty deed in form and substance satisfactory to Buyer and its counsel and executed by the appropriate Seller Parties; (iv) a termination and general release with respect to the Franklin Street Lease, effective as of the Effective Time Time, in the form and substance satisfactory to Buyer and its counsel and executed by Company and E122; (v) Intentionally left blank; (vi) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in sufficient counterparts form and substance satisfactory to facilitate filing Buyer and recordingits legal counsel and executed by Seller Parties; (vii) substantially an employment agreement in the form of Exhibit C conveying R, executed by [***] (the “Employment Agreement”); (viii) noncompetition agreements in the form of Exhibit S, executed by each Seller Party (the “Noncompetition Agreements”); (ix) the Escrow Agreement (as defined in Section 2.11) in the form of Exhibit T, executed by Seller Parties and the escrow agent; (x) the personal guarantee of each Shareholder in the form of Exhibit U (the “Guarantees”) executed by Shareholders; (xi) a certificate executed by each Seller Party as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to their respective compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; (xii) a certificate of the Secretary of each Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of each Seller, certifying and attaching all requisite resolutions or actions of each Seller’s respective board of directors, managers, members and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions including but not limited to the approval required by Ohio Revised Code §1701.76 and certifying to the incumbency and signatures of the officers of each Seller executing this Agreement and any other document relating to the Contemplated Transactions; (xiii) releases of all liens, security interests and other Encumbrances with respect to the Assets, except for the Permitted Encumbrances, in form and substance satisfactory to Buyer and its legal counsel, executed by the respective Third Party; (xiv) owner’s affidavits, non-foreign affidavits, transfer tax declarations, settlement statements and such other instruments and documents related to or regarding the conveyance of the Real Property, Real Property Leases and Facilities as Buyer’s title insurance company may require; (xv) a release, executed by each Shareholder with respect to any ownership or interest in the Assets or Business, in the form of Exhibit V attached hereto; (xvi) written consent to the use by Buyer of the name “Bxxxxx Semiconductor” in the Business as set forth in Section 5.13; and (iixvii) executed amendment to its charter documents and written confirmation of such other assignmentsaction confirming that Suzhou has changed its name as required by Section 5.13; (xviii) written confirmation (A) from each of the counterparties to the Construction Agreement, bills as of salea date not later than (5) days prior to Closing, of amounts paid by Sellers pursuant to the Construction Agreement and each purchase order, shown by individual THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. purchase orders and (B) payments made of the Franklin Street Costs, in each case under the foregoing clauses (A) and (B) showing and reasonably detailing the payments and the agreement, purchase order or deeds necessary other commitment to transfer which the Assets to Buyerpayment relates ; (xix) reliance letter, including without limitation any conveyances on official forms in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its counsel, from Hxxx Environmental Resources regarding the Phase I Environmental Site Assessment of 900 X. Xxxxxxxx Street, Exxxx, Ohio, No. D06362 and the Phase I Environmental Site Assessment of 1000 X. Xxxxxxxx Street, Exxxx, Ohio, No. E003689; (xx) reliance letter, in accordance with requirements form and substance satisfactory to Buyer and its counsel, from Professional Service Industries, Inc. regarding Subsurface Exploration and Foundation Recommendations for the Proposed Building Addition Bxxxxx Ultrasonics, 900 X. Xxxxxxxx Street, Exxxx, Ohio, Report Number 105-65006, dated June 2, 2006; (xxi) the License Agreement in the form of governmental regulations Exhibit W (collectively, the “ConveyancesLicense Agreement”); (xxii) the Toolholder License Agreement in the form of Exhibit X (the “Toolholder License Agreement”); and (xxiii) the certifications with respect to the [***] Inventories pursuant to Section 2.8(d) hereof. (b) Buyer shall deliver to Seller Parties, as the cash portion of case may be the Purchase Price following amounts (the “Closing Payments”) to accounts specified in immediately available funds, less a writing delivered by each Seller Party at least three (3) business days prior to Closing (the amount of “Disbursement Statement”): (i) One hundred forty-seven million three hundred and fifty seven dollars ($147,357,000) by wire transfer to an account specified by Company in a writing delivered to Buyer at least three (3) business days prior to the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) Seller shall deliver the Franklin Street Costs (as defined in Section 6.4) to Buyer possession of an account specified by the AssetsCompany in the Disbursement Statement; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;[***] (eiv) [***] (v) Nine million nine hundred and forty three thousand dollars ($9,943,000) by wire transfer to an account specified by E122 in the Disbursement Statement, in consideration for the sale and transfer of the Franklin Street Property. (c) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer: THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and will deliver to BuyerBuyer duly executed copies of: (i) if Buyer has timely made the LLC Election, an Assignment, Bxxx Assignment of Sale and Conveyance LLC Interests with respect to each of the Assets, effective as of the Effective Time to Buyer Acquired Companies (in sufficient counterparts to facilitate filing and recordingother than Acquired Subsidiaries) substantially in the form of attached hereto as Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations B (collectively, the “ConveyancesLLC Interest Assignments”); (bii) Buyer shall deliver to Seller a Xxxx of Sale for the cash portion Acquired Assets substantially in the form attached hereto as Exhibit C (the “Xxxx of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsSale”); (ciii) Seller shall deliver to Buyer possession an Instrument of Assignment and Assumption substantially in the Assetsform attached hereto as Exhibit D (the “Assignment and Assumption Agreement”); (div) Seller certificates pursuant to clauses (a) and Buyer shall execute and deliver letters in lieu directing all purchasers (b) of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeSection 8.2; (ev) instruments of assignment to Buyer shall deliver to Seller evidence of appropriate federalall patents, state patent applications, registered trademarks and local bonds relating to ownership of trademark applications and registered copyrights and copyright applications included in the Acquired Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsreasonably requested by Buyer; (fvi) Seller shall deliver instruments of assignment to Buyer certificates substantiating non-of all rights of the Seller Entities to the Websites (including the rights of the Seller Entities to the associated domain names) included in the Acquired Assets and reasonably requested by Buyer; (vii) a copy of the certificate of merger with respect to the Merger, duly certified by the Secretary of State of the State of Delaware; (viii) a certificate of Seller that Seller and each other Seller Entity that is selling any of the LLC Interests or the Acquired Assets is not a foreign status in accordance with Treasury Regulations person subject to withholding under Section 1445 of the CodeIRC; (ix) U.C.C. termination statements and releases of mortgages in recordable form with respect to any recorded Liens in the Acquired Assets (and, to the extent required to consummate the transactions contemplated by the Bank Commitment Letter, any Liens on the assets of the Acquired Companies) described in Section 4.5; (x) if Buyer has not timely made the LLC Election, such instruments or documents, reasonably satisfactory in form and substance to Buyer, as are required to effect the Acquired Company Mergers; (xi) a Transition Services Agreement substantially in the form of attached hereto as Exhibit D E (the “FIRPTA CertificateTransition Services Agreement”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (hxii) Seller shall all other instruments or documents as Buyer may reasonably request to effect the assignment of the LLC Interests or the Acquired Company Mergers, as applicable, and the Acquired Assets as contemplated hereby. (b) Buyer will deliver to Buyer Seller: (i) the Purchase Price by wire transfer in immediately available funds to the accounts specified by Seller; (ii) duly executed copies of the certificates pursuant to clauses (a) and (b) of Section 8.3; (iii) a duly executed copy of the Xxxx of Sale; (iv) a duly executed copy of the Assignment and Assumption Agreement; (v) if Buyer has not timely made the LLC Election, such instruments or documents, reasonably satisfactory in form and substance to Seller, as are required to effect the Acquired Company Mergers; (vi) a duly executed copy of the Transition Services Agreement; and (vii) duly executed copies of all other instruments and certificates of assumption, novation and release as Seller may reasonably request in order to effectively make Buyer responsible for all of Assumed Liabilities and release the GMO Stock and all of Seller Entities therefrom to the MV Stock properly executed for assignment to Buyerfullest extent permitted under applicable Law.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge execute and deliver the Assignments, in sufficient counterparts to Buyerfacilitate recording in the applicable counties and parishes adjacent to the Assets. (ib) an AssignmentBuyer and Seller shall execute and file all forms (and Buyer shall perform all acts) required by the BOEMRE (and other appropriate governmental agencies) to be filed prior to the Closing Date, Bxxx of Sale if any, to transfer ownership and Conveyance operatorship of the Assets, where applicable, from Seller to Buyer effective as of the Effective Time Time. (c) Buyer shall deliver to Buyer (in sufficient counterparts Seller, to facilitate filing and recording) substantially the account designated in the form Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Purchase Price, less the amount of Exhibit C conveying the Assets; andBreak-Up Fee. (iid) such other assignments, bills Buyer and Seller shall cause the Break-Up Fee to be distributed from the Escrow Account to Seller pursuant to the terms of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Escrow Agreement. (be) Buyer shall deliver to Seller evidence acceptable to Seller that Buyer is qualified to hold title to the cash portion Leases with the BOEMRE and to operate (should Buyer’s Affiliate become the operator of the Purchase Price in immediately available fundsAssets or a portion thereof) the platforms, less xxxxx, pipelines and facilities associated therewith, including copies of Buyer’s BOEMRE qualification card and any powers of attorney of those Persons executing documents at Closing on behalf of Buyer. (f) Buyer shall deliver to Seller evidence satisfactory to Seller that Buyer (or its nominated Affiliated operator, if one is designated by Buyer upon Closing) has obtained all lease, pipeline and operating bonds necessary for it to become operator of record by the amount BOEMRE with respect to the Leases and oil and gas properties subject hereto. (g) Buyer shall deliver to Seller a certificate executed by the secretary or any assistant secretary of Buyer, dated as of the Deposit Closing Date, (i) attaching, and certifying on behalf of Buyer as correct and complete, copies of (A) the certificate of incorporation (or formation) and bylaws, agreement of limited partnership or other organizational documents of Buyer, each as in effect as of the Closing, (B) the resolutions of the board of directors (or body of similar power and authority) of Buyer or its general partner authorizing the execution, delivery, and performance by Buyer of this Agreement and the transactions contemplated hereby and (C) any required approval by the shareholders, unit holders or partners of Buyer of this Agreement and the transactions contemplated hereby and (ii) certifying the incumbency and true signatures of the officers signing this Agreement and any additional deposit paid to Seller pursuant to Section 10.1, and of the Purchase Price Units;Closing documents on behalf of Buyer. (ch) Seller shall deliver to Buyer possession a certificate executed by the secretary or any assistant secretary of Seller, dated as of the Assets;Closing Date, (i) attaching, and certifying on behalf of Seller, complete and correct copies of (A) the certificate of formation of Seller and (B) the required approval by Seller’s members of this Agreement and the transactions contemplated hereby and (ii) certifying the incumbency and true signatures of the officers signing this Agreement and any of the Closing documents on behalf of Seller. (di) Seller and shall deliver to Buyer shall execute and deliver on forms reasonably acceptable to Buyer transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time;, for delivery by Buyer to the purchasers of production. (ej) Seller shall deliver an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the Code. (k) Buyer shall deliver to Seller evidence of appropriate federalreplacement bonds, state letters of credit and local bonds relating guaranties pursuant to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;Section 8.3. (fl) Seller shall deliver to and Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; andTransition Services Agreement. (hm) Seller shall deliver to Buyer the certificates for all Guaranty. (n) Seller and Buyer shall execute and deliver the Throughput Agreement. (o) Seller and Buyer shall execute and deliver any other agreements, instruments and documents which are required by other terms of this Agreement to be executed and/or delivered at the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClosing.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeOphthotech’s obligation to assume certain liabilities and obligations under the Transferred Technology, acknowledge make the upfront payment and deliver issue the Ophthotech Shares as provided in Section 6.1 and take the other actions required to Buyerbe taken by Ophthotech at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Ophthotech, in whole or in part): (i) an Assignment, Bxxx Each of Sale Eyetech’s representations and Conveyance of the Assets, effective warranties in this Agreement must have been accurate in all material respects as of the Effective Time Date, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date; (ii) Each of the covenants and obligations that Eyetech is required to Buyer perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively) must have been duly performed and complied with in sufficient counterparts all respects; (iii) Eyetech must have delivered to facilitate filing Ophthotech (i) a certificate executed by Eyetech’s duly authorized officer representing and recordingwarranting to Ophthotech that each of the conditions specified in 2.4(a)(i)-(ii) substantially in has been satisfied and (ii) the form of Exhibit C conveying the AssetsPatent Assignment, executed by Eyetech; and (iiiv) such other assignmentsSince the Effective Date, bills there must not have been commenced or threatened against Ophthotech or any of saleits Affiliates, any legal proceeding (A) involving any challenge to, or deeds necessary seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or (B) that is reasonably likely to transfer have the Assets effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement. Between the Effective Date and the Closing Date, Eyetech will use its commercially reasonable efforts to Buyer, including without limitation any conveyances on official forms preserve intact the Transferred Technology and related documentation necessary otherwise cause the conditions in Section 2.4(a)(i)-(iii) to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);be satisfied. (b) Buyer shall deliver Eyetech’s obligation to Seller assign and transfer all of its right, title and interest in the cash portion Transferred Technology and take the other actions required to be taken by Ophthotech at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the Purchase Price following conditions (any of which may be waived by Eyetech, in immediately available funds, less the amount whole or in part): (i) Each of Ophthotech’s representations and warranties in this Agreement must have been accurate in all material respects as of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1Effective Date, and must be accurate in all material respects as of the Purchase Price UnitsClosing Date as if made on the Closing Date; (cii) Seller shall deliver to Buyer possession Each of the Assetscovenants and obligations that Ophthotech is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively) must have been duly performed and complied with in all respects; (diii) Seller Ophthotech must have delivered to Eyetech (A) a certificate executed by Ophthotech’s duly authorized officer representing and Buyer shall execute and deliver letters in lieu directing all purchasers of production warranting to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership Eyetech that each of the Assets after conditions specified in 2.4(b)(i)-(ii) has been satisfied, (B) the Closing Upfront Payment and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering (C) the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesEquity Documents; and (hiv) Seller shall deliver to Buyer Since the certificates for all Effective Date, there must not have been commenced or threatened against Eyetech or any of its Affiliates, any legal proceeding (A) involving any challenge to, or seeking damages or other relief in connection with, any of the GMO Stock and all transactions contemplated by this Agreement, or (B) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the MV Stock properly executed for assignment transactions contemplated by this Agreement. Between the Effective Date and the Closing Date, Ophthotech will use its commercially reasonable efforts to Buyercause the conditions in Section 2.4(a)(i)-(iii) to be satisfied.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer: (i) an Assignmentcertificates representing the Issued Shares, Bxxx of Sale and Conveyance of the Assetsduly endorsed (or accompanied by duly executed stock powers), effective as of the Effective Time for transfer to Buyer Buyer; (in sufficient counterparts to facilitate filing and recordingii) substantially releases in the form of Exhibit C conveying 2.4(a)(ii) executed by Sellers and the AssetsRelated Persons (collectively, "Sellers' Releases"); (iii) an undated letter of retirement by Suggs as an officer, director and employee of the Company to be datex xxxective at the close of business on the first business day after the Company or its transfer agent registers the transfer of the Issued Shares to Buyer (Suggs agrees and understands that she shall be paid a salary of ten xxxxxrs and that she shall not be entitled to any other salary or other compensation for services performed by her for the Company from and after the Closing Date); (iv) letters of resignation by the Related Persons as employees/consultants of the Company or its Subsidiaries effective the Closing Date; (v) noncompetition and nondisclosure agreement in the form of the noncompetition and nondisclosure agreement provided for and attached to the Company's Supplemental Executive Retirement Plan dated September 14, 2000, as amended, executed by Suggs (the "Noncompetition Agreement"); and (iivi) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms a certificate exexxxxx by Sellers representing and related documentation necessary to transfer the Assets warranting to Buyer that, except as otherwise stated in such certificate or in a supplement to the Disclosure Letter, each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with requirements of governmental regulations (collectively, the “Conveyances”Section 2.5);; and (b) Buyer shall will deliver to Seller Sellers: (i) with credit being given for any Deposit with interest thereon, the cash Purchase Price for the Issued Shares shall be paid by bank cashier's or certified check payable to the order of or by wire transfer to accounts specified by LLC and Suggs, in the respective amounts as specified by Sellers in writing xx Xxyer, with the remaining portion of the Purchase Price for the Option Shares to be paid as provided in immediately available fundsSection 2.5; and, (ii) a certificate executed by Buyer to the effect that, less the amount except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the Deposit date of this Agreement and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession is accurate in all material respects as of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after Closing Date as if made on the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerDate.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge and deliver to Buyer Buyer (i) an Assignment, Bxxx Xxxx of Sale and Conveyance of the Assets, Assets effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying E with a special warranty of title by, through and under Seller but not otherwise and with no warranties, express or implied, as to the Assetspersonal property, fixtures or condition of the Assets which are conveyed “as is, where is”; and (ii) such other assignments, bills of sale, certificates of title, or deeds necessary to transfer the Assets to BuyerBuyer including, including without limitation any conveyances on official limitation, federal and state forms of assignment; and related documentation necessary to transfer (iii) an Assignment and Assumption Agreement in the form attached as Exhibit F under which Seller assigns and Buyer assumes Seller’s interest in the contracts included in the Assets to Buyer in accordance with requirements the terms of governmental regulations (collectively, the “Conveyances”)this Agreement; (b) Seller and Buyer shall deliver to Seller the cash portion of the Purchase Price certificates required in immediately available fundsSections 10.2(a) and 10.1(a), less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;respectively. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement; (d) Buyer shall cause the Closing Amount to be paid by wire transfer of immediately available funds; (e) Seller shall execute, acknowledge and deliver transfer orders or letters in lieu thereof notifying all purchasers of production of the change in ownership of the Assets and directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall execute and deliver to Buyer certificates substantiating an affidavit of non-foreign status in accordance with Treasury Regulations and no requirement for withholding under Section 1445 of the Code, Code in the form of Exhibit D (“FIRPTA Certificate”)G; (g) Buyer shall prepare and Seller shall execute and deliver to Buyer a written release of all forms necessary for Buyer to assume operations of the liens on the Assets as agreed from its secured lender in a form to be approved by the PartiesBuyer; and (h) Seller and Buyer shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of the Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Selling Parties shall execute, acknowledge and deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) an Assignment, Bxxx a bill of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets in the form of Exhibit C conveying EXHIBIT 2.0(X)(I) (the Assets; and"BILL OF SALE") executed by Seller; (ii) an assxxxxent and assumption agreement for Buyer's assumption of the Assumed Liabilities in the form of EXHIBIT 2.8(A)(II) (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") executed by Seller; (iii) assignments of all Intellectual Property Rights and other intangible personal property, together with and separate assignments of all registered trademarks, patents and copyrights in a form reasonably satisfactory to Buyer and executed by Seller; (iv) such other assignmentsdeeds, bills of sale, or deeds necessary assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to transfer Buyer and executed by Seller; (v) releases from all Encumbrances on the Assets Assets, in a form reasonably satisfactory to Buyer; (vi) employment agreements in the form of EXHIBIT 2.8(A)(VI), including without limitation executed by JRS and DE (the "EMPLOYMENT AGREEMENTS"); (vii) the Lock-Up Agreement in the form of EXHIBIT 2.8(A)(VII), executed by the Selling Parties; (viii) a Termination Agreement for any conveyances on official forms and related documentation necessary to transfer the Assets intercompany agreements in a form reasonably satisfactory to Buyer and executed by Seller and Gnubi AG or gnubi communications Canada, Inc.; (ix) a certificate executed by Selling Parties as to the accuracy of their representations and warranties as of the date of the Agreement and as of the Closing in accordance with requirements SECTION 6.1 and as to their compliance with and performance of governmental regulations their covenants and obligations to be performed or complied with at or before the Closing in accordance with SECTION 6.2; (collectivelyx) a certificate of the Secretary of the General Partner certifying, as complete and accurate as of the “Conveyances”)Closing, attached copies of the Governing Documents of Seller, General Partner and Limited Partner, certifying and attaching all requisite resolutions or actions of the General Partner and the Limited Partner approving the execution and delivery of the Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of the General Partner and the Limited Partner executing the Agreement and any other document relating to the Contemplated Transactions; (xi) a certificate of the Secretary of Seller Parent certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller Parent approving the execution and delivery of the Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller Parent executing the Agreement and any other document relating to the Contemplated Transactions; and (xii) a certificate of no Tax due issued for the Seller by the Texas Comptroller. (b) Buyer shall deliver to Selling Parties: (i) the Cash Consideration by wire transfer to an account specified by Seller in a writing delivered to Buyer at least five (5) Business Days prior to the cash portion Closing Date; (ii) the Lock-Up Agreement executed by Buyer; (iii) the Assignment and Assumption Agreement executed by Buyer; (iv) the Employment Agreements, executed by Buyer; (v) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the Purchase Price in immediately available funds, less the amount date of the Deposit Agreement and as of the Closing in accordance with SECTION 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with SECTION 7.2; (vi) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer's board of directors approving the execution and delivery of the Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing the Agreement and any additional deposit paid other document relating to the Contemplated Transactions; and (vii) a certificate evidencing the Buyer Shares, which Seller shall at Closing return to the custody of Buyer to be held pursuant to Section 10.1, and the Purchase Price Units;terms of the Lock Up Agreement. (c) Seller Buyer Parent shall deliver to Selling Parties: (i) a certificate executed by Buyer possession Parent as to the accuracy of its representations and warranties as of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership date of the Assets after Agreement and as of the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 SECTION 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Code, Closing in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Partiesaccordance with SECTION 7.2; and (hii) Seller shall deliver to Buyer the certificates for all a certificate of the GMO Stock Secretary of Buyer Parent certifying, as complete and all accurate as of the MV Stock properly executed for assignment Closing, attached copies of the Governing Documents of Buyer Parent and certifying and attaching all requisite resolutions or actions of Buyer Parent's board of directors approving the execution and delivery of the Agreement and the consummation of the Contemplated Transactions and certifying to Buyerthe incumbency and signatures of the officers of Buyer Parent executing the Agreement and any other document relating to the Contemplated Transactions.

Closing Obligations. (a) At Closing, the following events SELLER shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerBUYER the following: (i) an AssignmentExecuted title certificates for the Vehicles and executed Assignments, Bxxx Bills of Sale and Conveyance Conveyances of the AssetsSale Interest in the Properties, effective in the form attached hereto as of the Effective Time to Buyer (EXHIBIT "C" and in sufficient counterparts to facilitate for recording in each appropriate filing and recording) substantially in the form of Exhibit C conveying the Assets; andjurisdiction; (ii) such other assignments, bills An initial settlement statement reflecting adjustments to the Purchase Price as provided in Article 2 above (SELLER shall provide BUYER a copy of sale, or deeds necessary the statement at least three (3) business days prior to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”Closing Date); (biii) Buyer shall deliver to Seller the cash portion Letters-in-lieu of the Purchase Price in immediately available fundstransfer orders, less the amount directing that all proceeds of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from Sale Interest in the Properties which have heretofore been paid to SELLER shall be paid to the account of BUYER as of and after the Effective Time; (eiv) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsSELLER's Officer's Certificate in compliance with Section 10.4 hereof; (fv) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 Possession of the Code, Sale Interest in the form of Exhibit D (“FIRPTA Certificate”)Properties; (gvi) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on One copy of the Assets Sale Order certified by the Clerk of the Bankruptcy Court; (vii) An Assignment of SELLER's ownership rights in the Prize Agreement in a form as agreed to by the PartiesBUYER and SELLER; and (hviii) Seller shall deliver to Buyer the certificates Executed transfer of operatorship forms (RRC Form P-4) for all of Properties for which BUYER will assume operatorship. (b) At Closing, BUYER shall: (i) Deliver to SELLER the GMO Stock and all of the MV Stock properly executed for assignment Adjusted Purchase Price by wire transfer to Buyer.SELLER's account as follows:

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeThe Shareholders will deliver, acknowledge and deliver or cause to Buyerbe delivered, to the Purchaser: (i) an AssignmentCertificates representing the Stock, Bxxx of Sale and Conveyance duly endorsed (or accompanied by duly executed stock powers), for transfer to the Purchaser; (ii) Certificates executed by each of the AssetsShareholders representing and warranting to the Purchaser that, effective except as otherwise stated in such certificate, (a) each of the Shareholders' representations and warranties in this Agreement was accurate in all respects as of the Effective Time date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date, (b) the Shareholders have performed or complied with all covenants, agreements and conditions required by this Agreement to Buyer be performed or complied with and (c) such other matters required to be certified as a condition to the Purchaser's obligations pursuant to Article VII; (iii) Certificates executed by Robexx Xxxxxxx, xx President of TSGI, and Greg Xxxxxxx, xx Chief Financial Officer of TSGI, representing and warranting that, except as otherwise stated in sufficient counterparts such certificate and to facilitate filing their respective Knowledge, (a) each of the Shareholders' representations and recordingwarranties in this Agreement was accurate in all respects as of the date of this Agreement (to the extent such representations and warranties relate to the Companies) and is accurate in all respects as of the Closing Date as if made on the Closing Date and (b) the Shareholders have performed or complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with; (iv) Non-Competition Agreement in substantially the form of Exhibit G attached hereto, executed by Dr. Xxxxxxxx (xxe "Non-Competition Agreement"); (v) Employment Agreement, in the form of Exhibit C conveying H attached hereto (the Assets"Employment Agreement"), executed by Robexx X. Xxxxxxx xxx the Designee; (vi) Termination and Release Agreements, in substantially the forms of Exhibit I attached hereto (the "Termination and Release Agreements"), executed by each of the optometrists and other persons listed on Exhibit J attached hereto, terminating their respective employment agreements and releasing all of the Companies from any and all claims with respect thereto, (vii) Employment and Non-Competition Agreements, in substantially the form of Exhibit K attached hereto with such changes and modifications acceptable to the Purchaser (the "Employment and Non-Competition Agreements"), executed by the Professional Corporation or HEI, as the case may be, and each of the optometrists listed on Exhibit L attached hereto; (viii) Consulting and Non-Competition Agreement, in the form of Exhibit M attached hereto ("Consulting Agreement"), executed by Dr. Xxxxxx Xxxxx; (ix) Management Services Agreements executed by the Professional Corporation; (x) Release ("Release") executed by each of the Shareholders in substantially the form of EXHIBIT N attached hereto whereby the Shareholders will release and waive any claims they may have against the Companies; (xi) The Landlord Estoppel Certificate executed by each of the landlords, the Sublease Agreements executed by HEI or the Professional Corporation, as the case may be, and the Assignments executed by HEI or the Professional Corporation, as the case may be; (xii) Certificate executed by Dr. Samit, in form satisfactory to the Purchaser, to the effect that his total assets for purposes of the HSR Act are less than $10,000,000; (xiii) Assignment to the Professional Corporation of the employment agreements of the optometrists performing services in Virginia and the consent of such optometrists thereto, the form of such consents and assignments in a form reasonably acceptable to the Purchaser; and (xiv) Agreement terminating the employment agreement of Dr. Samit with the Company. (b) The Purchaser will deliver to the Shareholders: (i) The Estimated Cash Payment as provided in SECTION 2.02(b); (ii) Certificate executed by the Purchaser representing and warranting to the Shareholders that, except as otherwise stated in such certificate, (a) the Purchaser's representations and warranties in this Agreement were accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date, (b) the Purchaser has performed or complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with and (c) such other matters required to be certified as a condition to the Shareholder's obligations pursuant to Article VIII; (iii) Noncompetition Agreement executed by the Purchaser; (iv) Consulting Agreement executed by the Purchaser; (v) The Retail Business Management Agreement executed by Visionary Retail Management, Inc. and the Professional Business Management Agreement executed by Visionary MSO, Inc.; and (vi) The Assignments and Subleases executed by Visionary Properties, Inc. (c) the Purchaser will deliver to the Escrow Agent: (i) the Escrow Amount; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer Escrow Agreement duly executed by the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets;Purchaser, (d) Seller and Buyer shall execute and the Shareholders will deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;Escrow Agent: (ei) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to Escrow Agreement duly executed by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerShareholders.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerPurchaser: (i) an Assignment, Bxxx a xxxx of Sale and Conveyance sale executed by Seller for all of the AssetsPurchased Assets that are personal property in substantially the same form as Exhibit 2.5(a)(i) (the "Xxxx of Sale"); (ii) a trademark assignment for each of the Seller's Trademarks in substantially the same form as Exhibit 2.5(a)(ii) (the "Trademark Assignment"); (iii) a patent assignment for each of the Seller's Patents in substantially the same form as Exhibit 2.5(a)(iii) (the "Patent Assignment"); (iv) a copyright assignment for each of the Seller's Copyrights in substantially the same form as Exhibit 2.5(a)(iv) (the "Copyright Assignment"); (v) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts (the "Assignment and Assumption Agreements"); (vi) each of the Consents identified on Schedule 4.3 as a required Consent; (vii) such other bills of sale, effective assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller as to the accuracy of its representations and warranties as of the Effective Time date of this Agreement and as of the Closing in accordance with Section 7.1 and as to Buyer (its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assetsaccordance with Section 7.2; and (iiix) such other assignments, bills of sale, or deeds necessary to transfer an Escrow Agreement in substantially the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer same form as Exhibit 2.5(a)(ix) hereto (the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”"Escrow Agreement");. (b) Buyer Purchaser shall deliver to Seller Seller: (i) the cash portion of the Purchase Price described in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units3.1; (cii) Seller shall deliver to Buyer possession of Assignment and Assumption Agreement for the AssetsAssumed Liabilities executed by Purchaser; (diii) Seller a certificate executed by Purchaser as to the accuracy of its representations and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership warranties as of the Assets after date of this Agreement and as of the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Code, Closing in the form of Exhibit D (“FIRPTA Certificate”);accordance with Section 8.2; and. (giv) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerEscrow Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Shareholder, as the case may be, shall execute, acknowledge and deliver to BuyerBuyer for the transfer, filing or recording thereof: (i) an Assignment, Bxxx a xxxx of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets that are Tangible Personal Property in the form of Exhibit C conveying 2.7(a)(i) (the Assets; and"Xxxx of Sale") executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement") executed by Seller; (iii) for each interest in Real Property identified on Part 3.7 (b), an Assignment and Assumption of Lease in a form mutually acceptable to the parties and executed by Seller; provided, however, the Closing shall not be delayed in the event that Seller is unable to satisfy its obligations under this Section 2.7(a)(iii). In such event, Seller covenants that it shall provide Buyer with the Assignment and Assumption of Lease agreements promptly after the Closing Date; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights, if any, in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) a certificate executed by Seller and the Shareholder as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with requirements Section 7.1 and as to their compliance with and performance of governmental regulations their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; and (collectivelyvii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the “Conveyances”);Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions. (b) Buyer shall deliver to Seller and Shareholder, as the cash portion of case may be: (i) stock certificates legended as provided herein representing the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsShares; (cii) Seller shall deliver to Buyer possession of the AssetsAssignment and Assumption Agreement executed by Buyer; (diii) Seller a certificate executed by Buyer as to the accuracy of its representations and Buyer shall execute warranties as of the date of this Agreement and deliver letters as of the Closing in lieu directing all purchasers accordance with Section 8.1 and as to its compliance with and performance of production its covenants and obligations to pay Buyer be performed or complied with at or before the proceeds attributable to production from the Assets from and after the Effective TimeClosing in accordance with Section 8.2; (eiv) a certificate of the Secretary of Buyer shall deliver certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to Seller evidence the incumbency and signatures of appropriate federal, state the officers of Buyer executing this Agreement and local bonds any other document relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesContemplated Transactions; and (hv) Seller shall deliver to Buyer the certificates for all Resignations of each of the GMO Stock Buyer's Directors and all of the MV Stock properly executed for assignment to Buyer's Officers.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) a. Seller shall execute, acknowledge and will deliver to Buyer: (i) an Assignmentcertificates representing the Shares, Bxxx of Sale and Conveyance duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the AssetsNew York Stock Exchange, effective as for transfer to Buyer or if Seller represents and warrants to Buyer that there are no certificates representing certain of the Effective Time to Buyer Shares, an assignment of all of the Seller’s interest in the Acquired Companies, which assignment shall be guaranteed as set forth above; (in sufficient counterparts to facilitate filing and recordingii) substantially releases in the form of Exhibit C conveying 2.4(a)(ii) executed by Seller ("Seller’s Releases"); (iii) employment agreements in the Assetsform reasonably acceptable to the Buyer, executed by persons designated by the Buyer to be material employees of any of the Acquired Companies (collectively, "Employment Agreements"); (iv) noncompetition agreement reasonably acceptable to the Buyer, executed by certain persons to be designated by the Buyer (the "Noncompetition Agreement"); and (iiv) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms a certificate executed by Seller representing and related documentation necessary to transfer the Assets warranting to Buyer that each of Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with requirements Section 5.5) . b. Buyer will deliver to Seller: (i) 6,100,000 of governmental regulations (collectivelythe Cogenco Shares and the remaining 2,600,000 Cogenco Shares pursuant to the Escrow Agreement, all of which will be shares of common stock of the “Conveyances”)Buyer bearing an appropriate legend under SEC Rule 144 and other appropriate law; (bii) One share of Cogenco Series A Preferred Stock; and (iii) a certificate executed by Buyer shall deliver to Seller the cash portion effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate inall respects as of the Purchase Price date of this Agreement and is accurate in immediately available funds, less the amount all respects as of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after Closing Date as if made on the Closing Date. c. Buyer and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, will enter into an escrow agreement in the form of Exhibit D 2.4 (“FIRPTA Certificate”); (gthe "Escrow Agreement") Buyer shall prepare and Seller shall execute and deliver with a third party reasonably acceptable to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerSeller.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Bxxx a xxxx of Sale sale and Conveyance assignment and assumption for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Purchased Assets that are Tangible Personal Property in the form of Exhibit C conveying 2.7(a)(i) (the Assets"Xxxx of Sale") executed by Seller; (ii) [intentionally omitted]; (iii) assignments of all Intellectual Property Assets owned by Seller and separate assignments of all registered, issued or applied for Marks, Patents and Copyrights owned by Seller; (iv) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (A) that certain employment agreement executed by Buyer and Xx. Xxxxxx on date hereof and (B) an employment agreement executed between Buyer and Xxxx Xxxxxx, to be substantially in form and substance as presented by the Buyer as of the date hereof (collectively, the "Employment Agreements" and, each, an “Employment Agreement”); (vi) an escrow agreement executed among Seller, the Shareholders, Buyer and the Escrow Agent, in form and substance as agreed upon among Seller, the Shareholders, Buyer and the Escrow Agent as of the date hereof (the "Escrow Agreement"); (vii) the legal opinion of Fulbright & Xxxxxxxx L.L.P., counsel to the Seller, dated as of the Closing Date, in form and substance as agreed upon by Buyer as of the date hereof; (viii) a certificate executed by Seller and the Shareholders as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; (ix) a certificate, duly completed and executed by the Seller pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that the Seller is not a "foreign person" within the meaning of Section 1445 of the Code; and (iix) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such other assignments, bills change of sale, or deeds necessary to transfer name in form sufficient for filing with the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);appropriate Governmental Body. (b) Buyer shall deliver to Seller: (i) Thirteen Million Seven Hundred Seventy Five Thousand Dollars ($13,775,000) by wire transfer to an account specified by Seller in a writing; (ii) the cash portion Escrow Agreement, executed by Buyer and the Escrow Agent, together with the delivery of Three Million Dollars ($3,000,000) to the Escrow Agent thereunder, by wire transfer to an account specified by the Escrow Agent; (iii) the Xxxx of Sale executed by Buyer; and (iv) the Employment Agreements executed by Buyer and CMC, as applicable; and (v) a certificate of the Purchase Price in immediately available fundsSecretary of Buyer and CMC certifying, less the amount as complete and accurate as of the Deposit Closing, attached copies of the Governing Documents of Buyer, certifying and attaching all requisite resolutions or actions of Buyer's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, certifying all requisite resolutions or actions of CMC's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, and certifying to the incumbency and signatures of the officers of Buyer and CMC executing this Agreement and any additional deposit paid other document relating to Seller pursuant to Section 10.1, and the Purchase Price Units;Contemplated Transactions. (c) Seller Xx. Xxxxx shall deliver cause BSI to sell the BSI Intellectual Property to Buyer possession as of the Assets;Closing Date pursuant to the BSI Purchase Agreement, the Rochester License Agreement and the assignment agreement, xxxx of sale and all deliverables required under the BSI Purchase Agreement (collectively, the “BSI Agreements”), as executed among Buyer, BSI and CMC as of the date hereof. (d) None of the Purchased Assets shall be owned by, nor shall title to any Purchased Asset be held by, any Subsidiary of Seller and no Subsidiary of Seller shall have any right, title or interest to any of the Purchased Assets.2.8 Adjustment Amount and Payment The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined as follows: (a) If Closing Working Capital is between $4.5 million and $5.5 million, the Adjustment Amount will equal zero and no adjustment of the Initial Purchase Price based on the Closing Working Capital shall occur. (b) If Closing Working Capital is less than $4.5 million or greater than $5.5 million, the Initial Purchase Price shall be adjusted as follows: (i) if Closing Working Capital is greater than $5.5 million, the Adjustment Amount will equal the amount by which Closing Working Capital exceeds $5.5 million and shall be payable by Buyer shall execute and deliver letters in lieu directing all purchasers of production by wire transfer to pay Buyer the proceeds attributable to production from the Assets from and an account designated by Seller within 10 days after the Effective Time; date that the Closing Working Capital is binding and conclusive on the parties hereto as determined pursuant to Section 2.9 hereof and (eii) if Closing Working Capital is less than $4.5 million, the Adjustment Amount will equal the difference between $4.5 million and the actual Closing Working Capital amount and shall be payable by Seller by wire transfer to an account designated by Buyer shall deliver within 10 days after the date that the Closing Working Capital is binding and conclusive on the parties hereto as determined pursuant to Seller evidence Section 2.9 hereof. By way of appropriate federalexample and not limitation, state and local bonds relating to ownership a sample calculation of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Adjustment Amount is attached as Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer2.8 hereto.

Closing Obligations. At ClosingIn addition to any other documents to be delivered under other provisions of this Agreement, on the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the othersClosing Date: (a) Seller The Buyers shall execute, acknowledge take possession from the Sellers of and title to all of the Purchased Assets and the Sellers shall deliver to Buyerthe Buyers and the Parent, together with funds sufficient to pay all taxes necessary for the transfer, filing or recording thereof: (i) an Assignment, Bxxx a xxxx of Sale and Conveyance sale for all of the Assets, effective as Purchased Assets that are tangible personal property in the form of Exhibit A (the "Xxxx of Sale") executed by Sellers; (ii) an assignment of all of the Effective Time to Buyer Purchased Assets that are intangible personal property in the form of Exhibit B, which assignment shall also contain the Buyers' undertaking and assumption of the Assumed Liabilities (in sufficient counterparts to facilitate filing the "Assignment and recordingAssumption Agreement") substantially executed by Sellers; (iii) a Warranty Deed for the Land in the form of Exhibit C conveying executed by the Assets; andappropriate Seller; (iiiv) an Assignment and Assumption of Lease for the production facility located in Sun Prairie, Wisconsin, an Assignment and Assumption of Lease for the facility located in Ontario, California and a sublease to the Buyers of the facility located in Yuba City, California for a term up to six (6) months, in the forms of Xxxxxxxx X-0, X-0 and D-3 respectively, or such other appropriate leasehold document , as the case may require, in form and substance satisfactory to the Buyers the Sellers and their respective counsel and executed by the appropriate Sellers; (v) a landlord's estoppel certificate for the facility located in Sun Prairie, Wisconsin and the facility located in Ontario, California facility; (vi) a landlord consent to the Assignment and Assumption of Lease for the production facility located in Sun Prairie, Wisconsin, and the facility located in Ontario, California; (vii) a non-disturbance agreement for the production facility located in Sun Prairie, Wisconsin, pursuant to which the applicable mortgagee, trustee or ground lessor agrees not to disturb the tenant's possession of the applicable parcel of leased real property upon any foreclosure, deed-in-lieu of foreclosure or ground lease termination; (viii) a Replacement Guarantee for the production facility located in Sun Prairie, Wisconsin; (ix) assignments of all Intellectual Property Assets (as hereinafter defined) and separate assignments of all Registered Marks, Patents and Copyrights (as hereinafter defined) in the forms of Exhibits E-1, E-2 and E-3 executed by Sellers; (x) such other assignmentsdeeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the Buyers or deeds necessary the Parent, each in form and substance satisfactory to transfer the Assets to Buyer, including without limitation any conveyances on official forms Buyers and related documentation necessary to transfer the Assets to Buyer Sellers and their respective legal counsel and executed by the appropriate Sellers; (xi) an employee and employee benefits transition services agreement in accordance with requirements the form of governmental regulations Exhibit F executed by the appropriate Sellers (collectively, the “Conveyances”"Employee Transition Services Agreement"); (bxii) Buyer shall deliver to Seller a product and manufacturing transition services agreement in the cash portion form of Exhibit G executed by the Purchase Price in immediately available funds, less appropriate Sellers (the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units"Manufacturing Transition Services Agreement") ; (cxiii) Seller shall deliver a supply agreement for foamboard in the form of Exhibit H-1 (the "Foamboard Supply Agreement") and a supply agreement for framing products in the form of Exhibit H-2 (the "Framing Supply Agreement"), each executed by the appropriate Sellers (the Foamboard Supply Agreement and the Framing Supply Agreement are collectively referred to Buyer possession of herein as the Assets"Supply Agreements"); (dxiv) Seller and Buyer shall execute and deliver letters a royalty agreement relating to Project X in lieu directing all purchasers the form of production to pay Buyer Exhibit I executed by the proceeds attributable to production from appropriate Sellers (the Assets from and after the Effective Time"Royalty Agreement"); (exv) Buyer shall deliver a certificate executed by the Sellers as to Seller evidence the accuracy of appropriate federal, state their representations and local bonds relating to ownership warranties as of the Assets after date of this Agreement and as of the Closing Date in accordance with Section 7.1 and certificates as to their compliance with and performance of insurance evidencing that Buyer has obtained appropriate insurance covering their covenants and obligations to be performed or complied with at or before the AssetsClosing Date in accordance with Section 7.2; (fxvi) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 a certificate of the CodeSecretary of each of the Sellers certifying, as complete and accurate as of the Closing Date, attached copies of the charters and bylaws of each of the Sellers, certifying and attaching all requisite resolutions or actions of each of the Sellers' board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and certifying to the incumbency and signatures of the officers of each of the Sellers executing this Agreement and any other document relating to the transactions contemplated by this Agreement; and (xvii) an opinion of Drinker Xxxxxx & Xxxxx LLP, dated the Closing Date, in the form of Exhibit D J. (“FIRPTA Certificate”)b) The Buyers shall deliver to the Sellers: (i) the payments to the extent specified in Section 2.2; (gii) Buyer shall prepare the Assignment and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to Assumption Agreement executed by the Parties; andBuyers; (hiii) Seller shall deliver the Employee Transition Services Agreement executed by the Buyers; (iv) the Manufacturing Transition Services Agreement executed by the Buyers; (v) the Supply Agreements executed by the Buyers; (vi) the Royalty Agreement executed by the Buyers; (vii) a certificate executed by the Parent and the Buyers as to Buyer the certificates for all accuracy of their representations and warranties as of the GMO Stock date of this Agreement and all as of the MV Stock properly executed for assignment Closing Date in accordance with Section 6.1 and as to Buyertheir compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.2; (viii) an opinion of Xxxxxxxx & Xxxxxxxx and Abels, Decker, Xxxxxxx & Partner, dated the Closing Date, in the form of Exhibits K-1 and K-2. (c) a certificate of the Secretary of the Buyers certifying, as complete and accurate as of the Closing Date, attached copies of the charters and bylaws of the Buyers and certifying and attaching all requisite resolutions or actions of the Buyers' board of directors or other governing body approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and certifying to the incumbency and signatures of the officers of the Buyers executing this Agreement and any other document relating to the transactions contemplated by this Agreement. (d) The documents enumerated in subsections (a), (b) and (c) above (other than the opinions of counsel) are referred to collectively as the "Closing Documents".

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer Buyer (i1) an Assignment, Bxxx Bill of Sale and Conveyance of the Assets, effective as of the Effective Effectxxx Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C D conveying the AssetsAssets with a special warranty of title, but with no other warranties, express or implied, and in their existing condition "as is, where is"; and and (ii2) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “"Conveyances”"); (b) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement; (c) Buyer shall deliver to Seller the cash portion of the Purchase Price Closing Amount by wire transfer in immediately available funds, less or by such other method as may be agreed to by the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Unitsparties hereto; (cd) Seller shall deliver to Buyer possession of the Assets; (de) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (ef) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (fg) Seller shall deliver to Buyer certificates a certificate substantiating its non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D E (“"FIRPTA Certificate”");; and (gh) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms reasonably necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerparties.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) a. Seller shall execute, acknowledge and will deliver to Buyer: (i) an Assignmentcertificates representing the GSE Shares and the GSS Shares, Bxxx of Sale and Conveyance each duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the AssetsNew York Stock Exchange, effective as for transfer to Buyer or if Seller represents and warrants to Buyer that there are no certificates representing certain of the Effective Time to Buyer Shares, an assignment of all of the Seller’s interest in GSE and GSS, which assignment shall be guaranteed as set forth above; (in sufficient counterparts to facilitate filing and recordingii) substantially releases in the form of Exhibit C conveying 2.4(a)(ii) executed by Seller ("Seller’s Releases"); (iii) employment agreements in the Assetsform reasonably acceptable to the Buyer, executed by persons designated by the Buyer to be material employees of any of GSE and GSS (collectively, "Employment Agreements"); (iv) noncompetition agreement reasonably acceptable to the Buyer, executed by certain persons to be designated by the Buyer (the "Noncompetition Agreement"); and (iiv) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms a certificate executed by Seller representing and related documentation necessary to transfer the Assets warranting to Buyer that each of Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Section 5.5) . (b) b. Buyer shall will deliver to Seller the cash portion Seller: (i) 9,336,493 Cogenco Shares, all of which will be shares of common stock of the Purchase Price in immediately available funds, less the amount of the Deposit Buyer bearing an appropriate legend under SEC Rule 144 and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Unitsother appropriate law; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) , an Assignment, Bxxx Xxxx of Sale and Conveyance of in the Assetsform attached as Exhibit G, effective conveying the Assets to Buyer as of the Effective Time to Buyer Time, with (i) a special warranty of the real property title by, through and under Seller but not otherwise (as described in sufficient counterparts to facilitate filing Section 13.4), and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignmentswith all personal property and fixtures conveyed "AS IS, bills of saleWHERE IS," with no warranties whatsoever, express, implied or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)statutory; (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimePreliminary Settlement Statement; (c) Buyer shall deliver to Seller the Closing Amount by wire transfer of immediately available funds to an account or the accounts designated by Seller; (d) Buyer shall deliver to Seller Buyer's Officers Certificate and Seller shall deliver to Buyer Seller's Officers Certificate. (e) Seller shall deliver to Buyer a Release of Mortgage, in recordable form, of the Mortgage in favor of U.S. Bank; (f) Buyer shall deliver to Seller evidence that it has complied with the provisions of appropriate federal, state and local bonds relating to ownership Section 8.2(c) by providing evidence of the Assets after bonds and other similar obligations replacing the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”)Instruments; (g) Buyer shall prepare and Seller shall execute and deliver transfer to Buyer all forms necessary funds and detail information, if any, held by Seller in suspense owing to third parties on account of production from the Properties and in such event Buyer shall assume responsibility for Buyer the payment thereof to assume operations on third, parties entitled to the Assets as agreed to by the Partiessame; and (h) Seller and Buyer shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) , an Assignment, Bxxx Xxxx of Sale and Conveyance of substantially in the Assetsform attached as Exhibit F, effective and any applicable governmental assignment forms, conveying the Assets to Buyer as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; andDate; (iib) such other assignments, bills of sale, or deeds necessary to transfer Seller and Buyer shall have previously executed and delivered the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”Preliminary Settlement Statement under Section 2.2(a); (bc) Buyer shall deliver the Closing Amount to the account at a bank designated by Seller by wire transfer in immediately available funds, or by such other method as agreed to by the Parties; (d) Buyer shall deliver to Seller the cash portion Officer’s Certificate dated as of the Purchase Price Closing Date, in immediately available funds, less the amount of the Deposit form and any additional deposit paid substance similar to Seller pursuant to Section 10.1, and the Purchase Price Unitsin Exhibit G; (ce) Seller shall deliver to Buyer possession the Officer’s Certificate dated as of the Assets; (d) Seller Closing Date, in form and Buyer shall execute and deliver letters substance similar to in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsExhibit H; (f) Seller shall execute and deliver to Buyer certificates substantiating a Certificate of non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, substantially in the form of attached as Exhibit D (“FIRPTA Certificate”)I; (g) Buyer shall prepare provide evidence that it has provided replacement instruments as set forth in Section 8.2(b); (h) Buyer shall deliver all required change of operator and similar notices required by federal, state and local laws; (i) Buyer shall execute a surface lease in favor of Buyer covering the Third Creek Property to Buyer in a form reasonably acceptable to the Parties; (j) Seller and Buyer will enter into a License Agreement substantially in the form of Exhibit K, granting Buyer the right to operate the Gathering Systems and facilities associated therewith to the extent that no Easement is conveyed to Buyer under this Agreement providing such right and subject to the terms of such license; (k) Buyer and Seller shall enter into an Access Agreement substantially in the form of Exhibit L, granting Seller the right to access the sites of the Aristocrat Remediation Project, the 100 Lateral Remediation Project, the Xxxx Remediation Project, the Comanche Creek Remediation Project and the Xxxx Remediation Project for purposes of environmental remediation and access to Seller’s oil and gas xxxxx; (l) Buyer and Seller shall enter into the Royalty Information Agreement substantially in the form of Exhibit M; (m) Buyer and Seller shall execute the Partial Assignment and deliver Assumption Agreement related to the Development Agreements substantially in the form of Schedule 1.2(i); (n) Buyer all forms necessary for and Seller shall execute the Partial Assignment and Assumption Agreement related to the NGL Exchange Agreement and the NGL Purchase Agreement substantially in the form of Schedule 1.2(j); (o) Buyer to assume operations on and Seller shall execute the Assets Transition Services Agreement in the form attached as agreed to by the PartiesExhibit N; and (hp) Seller and Buyer shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and will deliver to Buyer: (i) an AssignmentCertificates representing the Transaction Shares, Bxxx free and clear of Sale and Conveyance all Liens, duly endorsed (or accompanied by duly executed stock powers or other instruments of the Assets, effective as of the Effective Time transfer duly executed in blank) with all required stock transfer tax stamps affixed thereto for transfer to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the AssetsBuyer; and (ii) such Such other assignments, bills of sale, documents or deeds instruments as Buyer reasonably requests and are reasonably necessary to transfer consummate the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Transaction. (b) Buyer shall Corporation will deliver to Seller Buyer: (i) A certificate executed by Corporation’s corporate secretary (or equivalent officer) certifying that attached thereto are true and complete copies of all resolutions adopted by the cash portion Corporation’s board of directors authorizing the execution, delivery and performance of this Agreement and the consummation of the Purchase Price Transaction, and that all such resolutions are in immediately available funds, less full force and effect and are all the amount resolutions adopted in connection with the Transaction; (ii) A certificate of good standing (or its equivalent) for Corporation from the Secretary of State of the Deposit State of Delaware; (iii) A written instruction from Corporation to the Corporation’s stock transfer agent instructing the stock transfer agent to register the transfer of the Acquired Shares from Seller to Buyer and any additional deposit paid remove Seller as a stockholder of the Corporation and record Buyer as the sole stockholder of the Corporation, duly executed by Corporation and such stock transfer agent, in form and substance satisfactory to Buyer; (iv) The written resignation of all officers and directors of Corporation, in form and substance satisfactory to Buyer; (v) Written evidence of the termination of all indebtedness and liabilities of Corporation to Seller and its Affiliates, in form and substance satisfactory to Buyer; (vi) A assignment agreement evidencing the sale of the Acquired Shares by Seller to Buyer pursuant to Section 10.1the terms of this Agreement, in form and substance satisfactory to Buyer; and (vii) Such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the Purchase Price Units;contemplated Transaction. (c) Seller shall Buyer will deliver to Buyer possession Corporation: (i) A certificate of the AssetsBuyer’s corporate secretary (or equivalent officer) certifying that attached thereto are true and complete copies of all resolutions adopted by the Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the consummation of the Transaction, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transaction; (ii) Evidence of good standing (or its equivalent) for Buyer from the Registrar of Companies for England and Wales; and (iii) Such other documents or instruments as Corporation reasonably requests and are reasonably necessary to consummate the contemplated Transaction. (d) Seller and Buyer shall execute and will deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;Seller: (ei) Buyer shall deliver The Purchase Price by wire transfer to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status as set forth in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties2.2 above; and (hii) Such other documents or instruments as Seller shall deliver reasonably request and are reasonably necessary to Buyer consummate the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerTransaction.

Closing Obligations. At Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller SM Energy and Buyer shall execute, acknowledge and deliver the Assignment, in sufficient counterparts to Buyerfacilitate recording in the applicable counties where the Assets are located; (ib) an AssignmentSM Energy and Buyer shall execute, Bxxx acknowledge and deliver assignments, on appropriate forms, of Sale state and Conveyance of Federal Leases comprising portions of the Assets, effective as of the Effective Time to Buyer (Assets in sufficient counterparts to facilitate filing and recording) substantially in with the form of Exhibit C conveying the Assets; and (ii) such other assignmentsapplicable Governmental Authority, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Unitsif any; (c) Seller To the extent required under any applicable Law or Governmental Authority for any Federal Lease or state Lease, Buyer shall deliver to Buyer possession designation of operator forms designating the Assetscurrent operator as operator of those Leases that such Person currently operates; (d) Seller SM Energy shall execute and deliver to Buyer all change of operator forms necessary or required in connection with the transfer to Buyer of operatorship of the Assets operated by SM Energy or any of its Affiliates; (e) SM Energy and Buyer shall execute and deliver the Preliminary Settlement Statement pursuant to Section 2.6(a); provided, that such execution and delivery by Buyer shall not affect Buyer’s rights pursuant to Section 2.6; (f) Buyer shall deliver to SM Energy, to the accounts designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Closing Amount; (g) Buyer shall deliver to the Escrow Agent, by direct bank or wire transfer in same day funds, the Defect Escrow Amount; (h) The Parties shall execute and deliver to the Escrow Agent joint instructions directing the Escrow Agent to release the Deposit to SM Energy in accordance with the provisions of Section 2.3(b) and the Escrow Agreement; (i) SM Energy shall deliver on forms supplied by Buyer (and reasonably acceptable to SM Energy) transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to Hydrocarbon production from the Assets from and after the Effective Time, for delivery by Buyer to each purchaser of such Hydrocarbon production; (ej) Buyer SM Energy shall deliver to Seller evidence an executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that SM Energy is not a “foreign person” or a “disregarded entity” within the meaning of appropriate federal, state and local bonds relating to ownership Section 1445 of the Assets after the Closing Code and certificates its implementing Treasury Regulations; (k) SM Energy shall deliver recordable releases (in forms reasonably acceptable to Buyer) of insurance evidencing that Buyer has obtained appropriate insurance covering all liens, security interests and other encumbrances under any trust, mortgages, financing statements, fixture filings and security agreements made by or with respect to SM Energy or any of its Affiliates affecting the Assets; (fl) Seller SM Energy shall deliver to Buyer certificates substantiating non-foreign status copies (in accordance with Treasury Regulations under form and substance reasonably acceptable to Buyer) of all waivers or elections of Preferential Rights obtained by SM Energy pursuant to Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”6.4(c) and Consents obtained by SM Energy pursuant to Section 6.4(d); (gm) SM Energy and Buyer shall prepare (at Buyer’s written election) execute and Seller deliver counterparts of the Transition Services Agreement; (n) SM Energy and Buyer shall execute and deliver any other agreements, instruments and documents that are required by other terms of this Agreement to be executed or delivered at Closing; (o) SM Energy and Buyer shall execute and deliver the Access Agreement; (p) SM Energy and Buyer shall execute and deliver the Seismic License Agreement; and (q) SM Energy shall execute and deliver to Buyer all transfer forms necessary for Buyer to assume operations on or required in connection with the Assets as agreed to by the Parties; and (h) Seller shall deliver transfer and assignment to Buyer of any Permits (including Environmental Permits) included in the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerAssets.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and will deliver to Buyer: (i) an Assignmentcertificates representing the Shares, Bxxx duly endorsed (or accompanied by duly executed stock or transfer powers), for transfer to Buyer; (ii) a duly executed Instrument of Sale Assignment and Conveyance Assumption from Seller on behalf of itself and the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) Seller Entities substantially in the form of attached hereto as Exhibit C conveying the Assets; and B (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesAssignment and Assumption Agreement”); (iii) duly executed certificates pursuant to clauses (a) and (b) Buyer shall deliver of Section 8.2 (the “Seller Closing Certificates”); (iv) to the extent Seller has transferred some or all of the Transferred IP to Seller at the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller Closing pursuant to Section 10.12.2(b), and duly executed instruments of assignment from the Purchase Price Unitsapplicable Seller Entity to Buyer of all rights of the Seller Entities to the Transferred IP; (cv) a duly executed certificate of Seller shall deliver to Buyer possession that Seller and each other Seller Entity that is selling any of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production Shares is not a foreign person subject to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations withholding under Section 1445 of the Code, IRC; (vi) a duly executed Transition Services Agreement substantially in the form of attached hereto as Exhibit D C (the “FIRPTA CertificateTransition Services Agreement”); (gvii) a duly executed license agreement granting Buyer shall prepare and the Acquired Companies a perpetual, non-exclusive, worldwide, royalty free, fully paid-up license under all of Seller’s owned Intellectual Property to use, reproduce, modify, display, perform, sublicense and distribute any source code owned by Seller shall execute and deliver which relates to Buyer all forms necessary for Buyer to assume operations on any customized elements of the Assets as agreed to financial systems utilized by the PartiesAcquired Companies used in connection with the Business and create derivative works of any such source code or web page, such license to be at no charge or cost to Buyer; (viii) a duly executed license agreement granting Buyer and the Acquired Companies a perpetual, non-exclusive, worldwide, royalty free, fully paid-up license under all of Seller’s owned Intellectual Property to use, reproduce, modify, display, perform, sublicense and distribute any source code or web page owned by Seller and created by any Acquired Employee which relates to any internet application or website used primarily in the Business and create derivative works of any such source code or web page, such license to be at no charge or cost to Buyer; and (hix) Seller shall all other instruments or documents as Buyer may reasonably request to effect the assignment of the Shares as contemplated hereby. (b) Buyer will deliver to Seller: (i) the Purchase Price by wire transfer in immediately available funds to the accounts specified by Seller; (ii) duly executed certificates pursuant to clauses (a) and (b) of Section 8.3 (the “Buyer Closing Certificates”); (iii) a duly executed copy of the Assignment and Assumption Agreement; (iv) a duly executed copy of the Transition Services Agreement; and (v) duly executed copies of all other instruments and certificates of assumption, novation and release as Seller may reasonably request in order to effectively make Buyer responsible for all of Assumed Liabilities and release the GMO Stock and all of Seller Entities therefrom to the MV Stock properly executed for assignment to Buyerfullest extent permitted under applicable Law.

Closing Obligations. At Closing, the Closing the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerPurchaser (i) an Assignment, a General Assignment and Bxxx of Sale and Conveyance of the AssetsAssets in the form of Schedule F-1 attached hereto, (ii) assignments, bills of sale and conveyances (in sufficient counterparts to facilitate recording) substantially in the form of Schedule F-2 (the "Conveyance") together with any transfer forms to be filed with governmental and tribal agencies conveying the Leases and Wxxxx effective as of the Effective Time to Buyer Purchaser, (iii) letters in sufficient counterparts lieu of transfer orders in a form acceptable to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; both parties, and (iiiv) such other deeds, assignments, bills of sale, or deeds sale and any other specialized instruments of transfer necessary to transfer convey to or perfect in Purchaser the Assets to Buyer, including without limitation any conveyances on official forms other than the Leases and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Wxxxx; (b) Buyer Seller and Purchaser shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller that shall set forth the Estimated Final Purchase Price together with the calculations of all adjustments using for such adjustments the best information available; (c) Purchaser shall deliver to Seller the cash portion of the Estimated Final Purchase Price by wire transfer in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (cd) Seller shall deliver to Buyer Purchaser possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status the Purchaser the certificate referred to in accordance with Treasury Regulations under Section 1445 of 9.2(b). (f) Purchaser shall deliver to Seller the Code, certificate referred to in the form of Exhibit D (“FIRPTA Certificate”Section 9.1(b); (g) Buyer Purchaser shall prepare assume the obligation to disburse all royalty, overriding royalty and other payments due under or with respect to the Leases to the extent Seller shall execute and deliver was responsible for such payments prior to Buyer all forms necessary for Buyer the Closing, except to assume operations on the Assets as agreed to by extent described otherwise in the Parties; andTSA; (h) Seller shall deliver to Buyer a certificate of Non-Foreign Status of Seller that meets the certificates requirements of Treasury Regulations § 1.1445-2(b)(2); (i) Seller and Purchaser shall execute the TSA; and (j) Seller and Purchaser shall execute and deliver all other documents or agreements called for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerherein.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and The Members will deliver to Buyer: (i) an Assignmentcertificates, Bxxx if any, representing the Target Interests to Buyers, which certificates have been marked "CANCELED" by the appropriate Target; (ii) a release in the form of Sale and Conveyance Exhibit 2.2(a)(ii), executed by each of the AssetsMembers (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), effective executed by each of the Members (the "Pledge Agreement"), along with executed stock powers for the Pledged Shares, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange; (iv) written opinion of counsel dated as of the Effective Time Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer Buyers (in sufficient counterparts to facilitate filing and recordingthe "Opinion of Members' Counsel"); (v) employment agreements, each substantially in the form of Exhibit C conveying 2.2(a)(v) to the AssetsAIP Merger Agreement, executed by Evans, Hawkins, and Xxxxxxx, respectively (collectively, the "Member Employment Agreements"); (vi) Buyers' standard employment agreement, executed by each Target employee that Buyer intends to retain; (vii) the Certificate of Merger, duly executed by Targets, to be filed with the Secretary of State of the State of Oklahoma; (viii) written consent for this Merger transaction, in form and substance reasonably acceptable to the Buyers, obtained from those parties identified on Schedule 3.5; (ix) The Sellers shall have delivered managing member resolutions, duly adopted in accordance with the OLLCA, and such other instruments as Buyers may deem necessary or desirable, in their sole discretion, to evidence that each Target has terminated, and neither Target shall have any liability whatsoever (including, without limitation, the making of any payment in connection with such termination) with respect to: (A) any Member's employment agreement, or any agreement with either Target regarding outstanding subscriptions, options, warrants, rights, securities (including, without limitation, those convertible or exchangeable into the capital stock or other ownership or equity interests of either Target), contracts, agreements, commitments, understandings or other arrangements (whether oral or written) under which either Target is bound or obligated to issue any additional shares of capital stock or rights to purchase shares of capital stock; (B) all of its Employee Benefits Plans (except Targets' Employee Welfare Benefit Plans, as defined in Section 3.20(b) hereof), with such termination effective prior to the Closing Date, and all of its Employee Welfare Benefit Plans effective no later than August 1, 2001, along with a form notice to Targets' employees, satisfactory to Buyers, regarding the termination of Targets' Employee Welfare Benefit Plans, which notice shall be delivered to each Target's employees promptly after Closing; (C) any life insurance policies on the lives of any of the executives and other officers of Targets, together with any agreements to provide any of such policies at the expense of Targets; and (D) any and all leases of employee vehicles and any agreements with employees related to the provision of Targets' vehicles, or for the payment of a periodic vehicle allowance, by Targets (the "Target Resolutions"); and (iix) such other assignmentsresolutions of the Members, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms duly adopted and related documentation necessary to transfer the Assets to Buyer executed in accordance with requirements the relevant provisions of governmental regulations (collectivelythe OLLCA, approving the Merger and the other transactions contemplated herein, the “Conveyances”Agreement, and the Ancillary Documents (the "Member Resolutions"); and (b) Buyers shall deliver to the Members: (i) certificates representing the number of Xxxxx & Xxxxx Shares to be issued to the Members at the Closing pursuant to Section 1.8(a)(ii) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Sellers (the "Opinion of Buyers' Counsel"); (biii) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available fundsMember Employment Agreements, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to executed by the PartiesXxxxx & Xxxxx; and (hiv) Seller shall deliver the Certificate of Merger, duly executed by Merger Sub, to Buyer be filed with the certificates for all Secretary of State of the GMO Stock and all State of the MV Stock properly executed for assignment to BuyerOklahoma.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Fintube shall execute, acknowledge and deliver to BuyerPurchaser: (i) the instruments of conveyance and transfer described in Section 2.9; (ii) a certificate or certificates, dated as of the Closing Date and executed on behalf of Fintube by one of its Responsible Officers, to the effect that: (i) Fintube's representations, warranties and covenants contained herein are true and correct as of the Closing Date (except to the extent set forth in such certificate) as if made on and as of the Closing Date; and (ii) that all conditions to Lone Star's and Purchaser's obligation to close the transaction contemplated hereby relating to or within the control of Sellers have been satisfied; (iii) all Third Party Consents identified on SCHEDULE 3.2 (a)(iii) except for those Third Party Consents that Purchaser and Fintube mutually agree within ten (10) days after the date hereof to exclude from the schedules of Third Party Consents (such action to be reflected on a substitute SCHEDULE 3.2(a)(iii) to be mutually agreed within such ten (10) day period); (iv) a full and complete release of all Bank Debt Liens and other Liens (other than Permitted Liens) on any of the Assets, including the delivery of executed releases of mortgages and releases on Form UCC-3 for each Bank Debt Lien and other Lien (other than Permitted Liens) filed of record; provided, however, Purchaser may instead elect to have Fintube cause such Bank Debt lenders to assign all Liens relating to the Bank Debt to a financial institution providing financing to Purchaser for its acquisition of the Assets in connection with such financial institution's payment of the Bank Debt; (v) the consents and Permits from the Governmental Authority(s) identified on SCHEDULE 3.2(a)(v); (vi) an opinion of Nichols, Wolfe, Stamper, Nally, Xxxxxx & Xxxxxxxxx, Inc. reasonably acceptable to Purchaser; and (vii) such other certificates and documents as may be required by this Agreement. (b) Purchaser shall deliver to Fintube: (i) the Purchase Price payable as follows: (i) an Assignmentamount required to repay the Bank Debt in full, Bxxx of Sale and, if Purchaser at its option elects not to assume the IRB Debt, the IRB Debt in full, in each case as directed by Fintube, by wire transfer or by certified check, made payable jointly to Fintube and Conveyance the respective secured creditors in an amount equal to the "payoff amount" for each of the Assets, effective as Bank Debt and IRB Debt obligations; (ii) the amount necessary to fund the Escrow Account described in Section 9.8; and (iii) the remainder of the Effective Time Purchase Price by cashiers check or by wire transfer to Buyer (the accounts designated by Fintube, in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; andimmediately available funds; (ii) such other assignments, bills the shares of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer Lone Star Common Stock described in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Section 2.3; (biii) Buyer shall deliver to Seller a duly executed Assignment and Assumption Agreement between the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, Sellers and the Purchase Price Units; (c) Seller shall deliver Purchaser, whereby Purchaser agrees to Buyer possession of assume the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeAssumed Liabilities, in the form of Exhibit D EXHIBIT 3.2(b) attached hereto, (“FIRPTA Certificate”the "ASSIGNMENT AND ASSUMPTION AGREEMENT"); (giv) Buyer shall prepare the duly executed Stock Registration Agreement in the form of EXHIBIT 2.3(b) attached hereto; (v) a certificate or certificates, dated as of the Closing Date and Seller shall execute executed on behalf of Purchaser by one of its Responsible Officers, to the effect that: (i) Purchaser's representations, warranties and deliver covenants contained herein are true and correct as of the Closing Date (except to Buyer the extent set forth in such certificate) as if made on and as of the Closing Date; and (ii) that all forms necessary for Buyer conditions to assume operations on Fintube's obligation to close the Assets as agreed transaction contemplated hereby relating to by or within the Partiescontrol of Purchaser have been satisfied; (vi) an opinion of Xxxxxxxx & Knight L.L.P. reasonably acceptable to Fintube; and (hvii) Seller shall deliver to Buyer the such other certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerdocuments as may be required by this Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executedeliver, acknowledge and deliver or cause to be delivered, to Buyer: (i) an Assignmenta xxxx of sale, Bxxx of Sale assignment and Conveyance of assumption agreement with respect to the Assets, effective as of Assets and the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assumed Liabilities in the form of Exhibit C conveying A (the Assets; and"Xxxx of Sale, Assignment and Assumption Agreement"), executed by Seller; (ii) (A) an assignment of registered Trademarks in the form attached hereto as Exhibit B, executed by Seller (the "Assignment of Trademarks") and (B) an assignment of the registered Patents in the form attached hereto as Exhibit C, executed by Seller (the "Assignment of Patents"); (iii) a cross-license agreement in the form attached hereto as Exhibit D (the "License Agreement"), executed by each other party thereto (other than Buyer); (iv) a service agreement in the form attached hereto as Exhibit E (the "TSA"), executed by Seller; (v) copies of all consents required to be obtained by Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as disclosed in Section 2.2(c) of the Disclosure Schedule; (vi) a FIRPTA affidavit, executed by Seller, stating, under penalty of perjury, Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Code; (vii) a copy of the certificate of incorporation and all amendments thereto of Seller, duly certified as of a recent date by the Secretary of State of Delaware; (viii) a letter executed by BMO Xxxxxx Bank, N.A. (the "Secured Lender") in a form reasonably acceptable to Buyer providing for the termination of all security interests held by the Secured Lender with respect to the Assets (including the authorization of the filing of all necessary UCC-1 termination statements and other necessary documentation in connection with the termination of the Secured Lender’s security interests); (ix) certificates dated as of a date not earlier than the twentieth Business Day prior to Closing Date as to the good standing of Seller, executed by the appropriate officials of the jurisdiction of Seller’s incorporation and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation; (x) a certificate of the secretary of Seller certifying and attaching all requisite resolutions or actions of Seller’s board of directors and sole stockholder approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency of the officers of Seller executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; (xi) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);and its counsel and executed by Seller. (b) Buyer shall deliver to Seller Seller: (i) the cash portion Closing Cash Amount, by wire transfer of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid funds to Seller pursuant to Section 10.1, and the Purchase Price Unitsan account or accounts designated in writing by Seller; (cii) Seller shall deliver to Buyer possession the Xxxx of the AssetsSale, Assignment and Assumption Agreement, executed by Buyer; (diii) Seller the Assignment of Trademarks and Buyer shall execute and deliver letters in lieu directing all purchasers the Assignment of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimePatents, executed by Buyer; (eiv) Buyer shall deliver to Seller evidence of appropriate federalthe License Agreement, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsexecuted by Buyer; (fv) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeTSA, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to executed by the PartiesBuyer; and (hvi) Seller shall deliver to Buyer the certificates for all a certificate of the GMO Stock secretary of Buyer certifying and attaching all requisite resolutions or actions of Buyer’s sole member approving the execution and delivery of this Agreement and the consummation of the MV Stock properly transactions contemplated hereby and certifying to the incumbency of the officers of Buyer executing this Agreement and any other documents being executed for assignment to Buyerin connection with the consummation of the transactions contemplated hereby.

Closing Obligations. (a) At the Closing, the following events Company shall occur, each being a condition precedent deliver to the others and each being deemed to have occurred simultaneously with the othersBuyer: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance a certificate signed by the chief executive officer or other executive officer of the AssetsCompany stating that the conditions set forth in Section 8.1(a) have been satisfied; (ii) a certificate of a secretary or other appropriate Representative of the Company certifying the resolutions adopted or other actions taken by the Company Board authorizing the Company to enter into and execute and deliver this Agreement and the other agreements relating to the Contemplated Transactions to which the Company is a party and including the Company Recommendation; (iii) a certificate issued by the Indiana Secretary of State regarding the Company’s valid existence and a certificate issued by the Virginia Secretary of the Commonwealth regarding the Coastal’s valid existence, effective each as of a date within five (5) days before the Effective Time to Buyer Closing; (iv) a properly executed statement in sufficient counterparts to facilitate filing and recordingaccordance with the requirements of Treasury Regulation Section 1.897-2(h) substantially in for purposes of satisfying the form requirements of Exhibit C conveying the AssetsTreasury Regulation Section 1.1445-2(c)(3); and (iiv) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);deliveries as are contemplated by Section 8.1. (b) At the Closing, the Parent or Buyer shall deliver or cause to Seller be delivered to the cash Paying Agent the portion of the Purchase Price payable to the Paying Agent in immediately available funds, less accordance with Section 2.8(a) and to the amount Company the portion of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;payable to the Surviving Corporation in accordance with Section 2.8(b). (c) Seller shall deliver to Buyer possession of At the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer Closing, the proceeds attributable to production from the Assets from and after the Effective Time; (e) Parent or Buyer shall deliver to Seller evidence Company: (i) a secretary’s certificate certifying the resolutions adopted by the Buyer’s board of appropriate federaldirectors and shareholder and by the Parent’s board of directors authorizing the Buyer and Parent, state respectively, to enter into and local bonds execute and deliver this Agreement and the other agreements relating to ownership of the Assets after Contemplated Transactions to which it is a party and authorizing the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering to consummate the AssetsMerger; (fii) Seller shall deliver to a certificate signed by an executive officer of each of Buyer certificates substantiating non-foreign status and Parent stating that the conditions set forth in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g8.2(a) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Partieshave been satisfied; and (hiii) Seller shall deliver to Buyer a certificate issued by the certificates for all Indiana Secretary of State regarding the GMO Stock Buyer’s valid existence and all a certificate issued by the Delaware Secretary of State regarding the MV Stock properly executed for assignment to BuyerParent’s valid existence, each as of a date within five (5) days before the Closing.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller the Company and Xxxxx shall execute, acknowledge execute and deliver to Buyer (i) an Assignment, Bxxx the Buyer a Xxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying A and a Patent Assignment in substantially the form of Exhibit B, and shall execute and deliver to the Buyer all such other instruments and documents of conveyance and assignment, as are reasonably requested by the Buyer to vest in the Buyer title to the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer the Buyer, Xxxxx and the Company shall execute and deliver to Seller one another an Assignment and Assumption Agreement in substantially the cash portion form of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsExhibit C; (c) Seller the Company and Xxxxx shall deliver to the Buyer possession the Disclosure Letter executed by the Company and Xxxxx to the Buyer concurrently with the execution and delivery of the Assetsthis Agreement; (d) Seller the Company and Xxxxx shall deliver to the Buyer shall execute a certificate executed by the Company and deliver letters Xxxxx certifying that the Company and Xxxxx have satisfied all conditions set forth in lieu directing all purchasers Section 6 of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Timethis Agreement which have not been waived by Buyer; (e) Buyer the Company shall deliver to Seller evidence the Buyer an opinion of appropriate federalXxxxxx Xxxxxxxxxxx Xxxxxxx LLP, state and local bonds relating to ownership dated as of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeDate, in the form of Exhibit D attached hereto; (“FIRPTA Certificate”)f) the Buyer shall deliver to the Company a certificate executed by the Buyer certifying that the Buyer has satisfied all conditions set forth in Section 5 of this Agreement; (g) the Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer Xxxxx and the Company a Release and Covenant Not to assume operations on Xxx in substantially the Assets as agreed to by the Partiesform of Exhibit E attached hereto; and (h) Seller the Buyer shall deliver to Buyer the certificates for all of Company the GMO Stock and all of Purchase Price by wire transfer to an account or accounts specified by the MV Stock properly executed for assignment to BuyerCompany.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge and deliver to Buyer (i) an each other instruments in the form of the Assignment, Bxxx Xxxx of Sale and Conveyance attached as Exhibit C (the “Assignment”) in multiple counterparts for each county in which the Assets are located, and any applicable counterpart forms of any Governmental Authorities, conveying the Assets, effective Assets (other than the Fee Minerals) to Buyer as of the Effective Time Time, with only a special warranty of Defensible Title by, through, and under Seller but not otherwise, in such number of counterparts as reasonably requested by each Party. (b) RoyaltyCo and Buyer shall execute, acknowledge, and deliver to Buyer (in sufficient counterparts to facilitate filing and recording) each other the No Warranty Mineral Deed, substantially in the form of attached as Exhibit C conveying B, whereby RoyaltyCo transfers the Assets; andFee Minerals to Buyer. (iic) such other assignments, bills of sale, or deeds necessary to transfer Buyer and Seller shall execute and deliver the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”Preliminary Settlement Statement delivered under Section 2.3(b);. (bd) Buyer shall deliver the Closing Amount to the account at a bank designated by Seller the cash portion by wire transfer of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;or by such other method as reasonably requested by Seller. (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership issuance of the Assets after Stock Consideration to, at Seller’s written direction, Seller or to those Persons set forth on Schedule 10.1(d), credited to book-entry accounts maintained by the Closing and certificates transfer agent of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;Earthstone. (f) Seller Buyer shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 Seller the Officer’s Certificate dated as of the CodeClosing Date, substantially in the form of attached as Exhibit D (the “FIRPTA Buyer’s Certificate”);. (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all Officer’s Certificate dated as of the GMO Stock Closing Date, substantially in the form attached as Exhibit E (the “Seller’s Certificate”). (1) OpCo shall execute and deliver to Buyer a Certificate of Non-Foreign Status, substantially in the form attached as Exhibit F-1, and (2) RoyaltyCo shall execute and deliver to Buyer a Certificate of Non-Foreign Status, substantially in the form attached as Exhibit F-2. (i) Buyer shall provide evidence that it has provided replacement instruments as required under Section 8.2(a). (j) Buyer and OpCo shall execute and deliver to each other all required change of operator and similar notices required by Laws of any Governmental Authorities. (k) Seller shall deliver letters-in-lieu of transfer or division orders executed by Seller to reflect the MV Stock properly executed for assignment transaction contemplated hereby, which letters shall be on forms prepared by Seller and reasonably satisfactory to Buyer. (l) Seller shall deliver recordable releases (in sufficient counterparts to facilitate recording in the applicable counties where the Assets are located) in form reasonably acceptable to Buyer of any mortgages or security interests over the Assets, in each case, securing indebtedness for borrowed money of Seller or any of its Affiliates. (m) Earthstone, Seller, and the other Persons to be party thereto will execute and deliver a Registration Rights Agreement relating to the Stock Consideration, substantially in the form attached hereto as Exhibit G. (n) Earthstone, Seller, and each Significant Holder will execute and deliver separate Lock-up Agreements with respect to each Significant Holder, substantially in the form attached hereto as Exhibit H. (o) Seller shall deliver an executed side letter in the form attached as Exhibit I (the “Side Letter”) by each of the Persons set forth on Schedule 10.1(d). In the event that any Person set forth on Schedule 10.1(d) does not execute a Side Letter, such shares shall be issued in the name of OpCo. (p) Seller and Buyer shall take such other actions and deliver such other documents as are contemplated by this Agreement or as are reasonably requested by the other Party in order to consummate the Transaction.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and will deliver to Buyer: (i) an Assignmentcertificates representing the Shares, Bxxx duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (ii) a duly executed Instrument of Sale Assignment and Conveyance Assumption from Seller on behalf of itself and the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) Seller Entities substantially in the form of attached hereto as Exhibit C conveying the Assets; and B (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesAssignment and Assumption Agreement”); (biii) a certificate executed by Seller and McClatchy representing and warranting to Buyer shall deliver to Seller the cash portion that each of Seller’s and McClatchy’s representations and warranties in this Agreement was accurate in all material respects as of the Purchase Price date of this Agreement and is accurate in immediately available funds, less the amount all material respects as of the Deposit and Closing Date as if made on the Closing Date (giving full effect to any additional deposit paid supplements to the Disclosure Schedule that were delivered by Seller pursuant to Section 10.1, and Buyer prior to the Purchase Price UnitsClosing Date); (civ) Seller shall deliver UCC termination statements releasing any liens against the Company, including, but not limited to Buyer possession the financing statements filed by The Bank of the AssetsNew York Mellon Trust Company or Bank of America, N.A; (dv) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, a duly executed Transition Services Agreement substantially in the form of attached hereto as Exhibit D C (the “FIRPTA CertificateTransition Services Agreement”); (gvi) Buyer shall prepare resignations of the officers and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on directors of the Assets as agreed to by the PartiesCompany; and (hvii) if required by the Title Company in connection with the issuance of a Title Policy, a mechanic’s lien affidavit stating that the charges for all labor and material used or furnished by or on behalf of Seller shall or the Company before the Closing in connection with the Owned Real Property have been paid in full. (b) Buyer will deliver to Seller: (i) the Purchase Price by bank cashier’s or certified check payable to the order of, or by wire transfer to accounts specified by Seller; (ii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iii) a duly executed copy of the Assignment and Assumption Agreement; (iv) a duly executed copy of the Transition Services Agreement; (v) a duly executed counterpart of Internal Revenue Service Form 8023, in form and substance as may be necessary in order to effect the Tax Election, if such form has not already been executed and delivered pursuant to Section 5.8; and (vi) duly executed copies of all other instruments and certificates of assumption as Seller may reasonably request in order to effectively make Buyer responsible for all of Assumed Liabilities to the GMO Stock and all of the MV Stock properly executed for assignment to Buyerfullest extent permitted under applicable Legal Requirements.

Closing Obligations. At the Closing, the following events actions and transactions shall occurbe carried out, each being a condition precedent which actions and transactions shall all be deemed to the others take place simultaneously and each being no action or transaction shall be deemed to have occurred simultaneously with been completed or any document delivered until such actions and transactions have been completed and the othersrequired documents delivered: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an AssignmentThe Initial Shareholders shall hold the Subscription General Shareholders Meeting, Bxxx of Sale and Conveyance of approve the Assets, effective as of the Effective Time to Buyer (matters set forth in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; andSection 2.1.1; (ii) such other assignmentsInvestor shall execute the subscription instrument (boletim de subscrição) attached to the minutes of the Subscription General Shareholders Meeting, bills and deliver it to the Company; (iii) Investor shall pay the Subscription Amount, in full, in Reais, through an electronic wire transfer of saleimmediately available funds, or deeds necessary to transfer the Assets Company’s bank account described in Exhibit H; (iv) The Parties and the Company shall cause Itaú Unibanco to Buyerregister the subscription and payment of the Subscribed Shares in the Company’s Share Registry with Itaú Unibanco in its capacity of book-keeping agent (escriturador) in charge of the registration of the Company’s shares, including without limitation any conveyances on official forms therefore delivering the ownership of the Subscribed Shares to Investor, free and related documentation necessary to transfer clear of Liens (except for the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”Shareholders’ Agreement); (bv) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, The Investor and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer Majority Block Shareholders shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeShareholders’ Agreement, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesD; and (hvi) Seller Initial Shareholders shall deliver to Buyer have obtained from the certificates for all holders of non-voting preferred shares under the stock option agreement or warrants (bonus de subscrição) of the GMO Stock and all Company, express written waiver of any preemptive rights they may have in connection with the (a) subscription of new common shares by the Investor as a result of the MV Stock properly executed implementation of the Post-Closing Adjustment as detailed in Exhibit J and (b) subscription of the Subscribed Shares. 3.2.1. The payment of the Subscription Amount shall be received by the Company as follows: (i) one hundred Reais (R$ 100.00) shall be received as goodwill (ágio) and accounted for assignment as a capital reserve, and (ii) the remaining balance shall be received as payment for the Subscribed Shares and booked as capital stock. 3.2.2. The Minutes of the Subscription General Shareholders Meeting will be drawn up in the Book of Minutes of Shareholders’ Meetings of the Company and submitted to Buyerthe Board of Trade of São Paulo within five (5) Business Days after the Closing Date, at the sole expense of the Company. 3.2.3. The Parties hereby undertake to execute and sign any other instrument or document, as well as to provide all the applicable filings, registries and records that are necessary for this Agreement, the minutes of the Subscription General Shareholders Meeting and the Shareholders’ Agreement to become valid and effective, including, but not limited to, any amendment that may possibly be required in order to fulfill a requirement of any applicable Governmental Authority.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to BuyerTGI: (i) an Assignmentcertificates representing their shares of Company Common Stock, Bxxx of Sale duly endorsed for transfer (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank; (ii) releases and Conveyance resignations from the officers and directors of the Assets, effective as of the Effective Time to Buyer Company and each Subsidiary duly executed by such parties; (in sufficient counterparts to facilitate filing and recordingiii) substantially employment agreements in the form of Exhibit C conveying "B" executed by each of the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms Sellers and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations Mx. Xxxx Xxxxx (collectively, the “Conveyances”"Employment Agreements"); ; (biv) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, noncompetition agreements in the form of Exhibit D "C", executed by each of the Sellers and Mx. Xxxx Dowty (“FIRPTA Certificate”collectively, the "Noncompetition Agreements"); (v) an escrow agreement in the form of Exhibit "D", executed by each of the Sellers (the "Escrow Agreement"); (vi) a subscription agreement executed by each of the Sellers for the shares of TGI Common Stock to be received by the Sellers in the Merger in the form attached hereto as Exhibit "E"; (vii) a certificate executed by Sellers certifying to TGI that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (viii) evidence of the expiration of all applicable waiting periods under the HSR Act; (ix) evidence of the completion of the merger of BF into the Company as provided in Section 5.9 of this Agreement; and (x) the Patent License Agreement between Mx. Xxxx Xxxxx, TGI and other relevant parties. (b) TGI will deliver to Sellers: (i) share certificates representing the TGI Common Stock, issued in the name of the Sellers in the amounts indicated in Section 2.1(a), to be delivered as promptly as practicable after the Closing and at Closing TGI will deliver a certificate or other form of documentary evidence representing their right to receive the share certificates; (gii) Buyer shall prepare and Seller shall execute and deliver the cash consideration referred to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; andin Section 2.1(a) hereof; (hiii) Seller shall deliver a certificate executed by TGI to Buyer the certificates for effect that TGI's representations and warranties in this Agreement were accurate in all respects as of the GMO Stock date of this Agreement and all as of the MV Stock properly executed for assignment to BuyerClosing Date; and (iv) evidence of the expiration of all applicable waiting periods under the HSR Act.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers shall execute, acknowledge and deliver or cause to Buyerbe delivered to Purchaser: (i) an Assignmentone or more bills of sale for the Loans to be purchased under this Agreement, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form attached hereto as Exhibit 2.8(a)(i) (the “Bills of Sale”) executed by the appropriate Seller; (ii) for the Assumed Leases, an Assignment and Assumption of Lease in a form mutually agreed to by the Parties prior to Closing (the “Lease Assignments”) or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Purchaser and executed by the appropriate Seller, together with any written consents obtained from lessors under the Assumed Leases pursuant to Section 6.2 hereof; (iii) one or more assignments of the assets to be purchased pursuant to Section 2.1(a)(iii), in a form mutually agreed to by the Parties prior to Closing (the “Assignment and Assumption Agreements”) executed by the appropriate Seller; (iv) A Specific Power of Attorney, executed by each Seller, in the form attached hereto as Exhibit C conveying 2.8(a)(iv); (v) A certificate of an executive officer of each Seller, dated the AssetsClosing Date, confirming the matters set forth in Sections 7.3(a), (b) and (d); and (iivi) A certificate of the Secretary or Assistant Secretary of each Seller, dated the Closing Date, certifying, among other things, that attached or appended to such other assignmentscertificate: (A) is a true and correct copy of its certificate of incorporation and bylaws or comparable charter documents, bills and all amendments thereto; (B) is a true copy of sale, or deeds necessary to transfer the Assets to Buyerall corporate actions taken by such Seller, including without limitation any conveyances on official forms resolutions of its board of directors or shareholders, as applicable, authorizing the consummation of the Acquisition and related documentation necessary the execution, delivery and performance of this Agreement and each of the Transaction Documents to transfer be delivered by it pursuant hereto; and (C) are the Assets names and signatures of its duly elected or appointed officers who are authorized to Buyer in accordance with requirements of governmental regulations (collectively, execute and deliver this Agreement and the “Conveyances”);other Transaction Documents to which it is a party (b) Buyer Purchaser shall deliver to Seller the cash portion of Sellers: (i) the Purchase Price in by wire transfer of immediately available funds, less funds to an account specified by Sellers in writing at least two (2) Business Days prior to the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) Seller shall deliver to Buyer possession of the AssetsLease Assignments executed by Purchaser; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federalA certificate, state and local bonds relating to ownership of the Assets after dated the Closing Date, of an executive officer of Purchaser confirming the matters set forth in Sections 7.2(a), (b) and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”c); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (hiv) Seller shall deliver to Buyer A certificate, dated the certificates for all Closing Date, of the GMO Stock Secretary or Assistant Secretary of Purchaser certifying that attached or appended to such certificate: (A) is a true and correct copy of the certificate of incorporation and by-laws of Purchaser, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing the consummation of the MV Stock properly executed for assignment Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to Buyerbe delivered by Purchaser pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which Purchaser is a party.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Shareholders, as the case may be, shall execute, acknowledge and deliver to BuyerBuyer for the transfer, filing or recording thereof: (i) an Assignment, Bxxx a xxxx of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets that are Tangible Personal Property in the form of Exhibit C conveying 2.7(a)(i) (the Assets; and"Xxxx of Sale") executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement") executed by Seller; (iii) for each interest in Real Property identified on Part 3.7 (b), an Assignment and Assumption of Lease in a form mutually acceptable to the parties and executed by Seller; provided, however, the Closing shall not be delayed in the event that Seller is unable to satisfy its obligations under this Section 2.7(a)(iii). In such event, Seller covenants that it shall provide Buyer with the Assignment and Assumption of Lease agreements promptly after the Closing Date; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights, if any, in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) a certificate executed by Seller and the Shareholder as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with requirements Section 8.1 and as to their compliance with and performance of governmental regulations their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (collectivelyvii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the “Conveyances”);Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions. (b) Buyer shall deliver to Seller and Shareholder, as the cash portion of case may be: (i) stock certificates legended as provided herein representing the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsShares; (cii) Seller shall deliver to Buyer possession of the Assets; (d) Seller Assignment and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to Assumption Agreement executed by the PartiesBuyer; and (hiii) Seller shall deliver a certificate executed by Buyer as to Buyer the certificates for all accuracy of its representations and warranties as of the GMO Stock date of this Agreement and all as of the MV Stock properly executed for assignment Closing in accordance with Section 9.1 and as to Buyerits compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Buyer shall deliver (or cause to be delivered) to Seller shall executethe following items (all documents, acknowledge certificates and deliver other items listed below that are required to be executed, will be duly executed and acknowledged, where required, by an authorized signatory of Buyer or, if applicable, an Affiliate of Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesBuyer Deliverables”): (i) by direct bank deposit or wire transfer in same day funds to Seller (or any qualified intermediary or exchange accommodation titleholder designated by Seller), in accordance with Seller’s written instructions (to be provided to Buyer at least two (2) Business Days prior to the Closing), an amount equal to the Closing Amount; (bii) Buyer shall deliver Deed, Assignment, Xxxx of Sale and Conveyances, in form and substance substantially similar to Seller that set forth on Exhibit D (the cash portion “Assignment”), covering the Properties, in sufficient counterparts for recordation in each of the Purchase Price counties and parishes in immediately available funds, less which the amount of Properties are located and all appropriate U.S. state and U.S. federal assignments as may be reasonably necessary to convey the Deposit and any additional deposit paid Properties to Seller pursuant to Section 10.1, and the Purchase Price UnitsBuyer ; (ciii) Seller shall deliver to Buyer possession of a certificate in the Assetsform set forth on Exhibit F; (div) (A) such evidence (including evidence of satisfaction of all applicable bonding requirements) as Seller may reasonably require, that Buyer is qualified with the applicable authorities to succeed Seller as the owner and, where applicable, operator of the Properties and Buyer shall execute (B) such forms as Seller may reasonably request for filing with the applicable authorities to reflect Buyer’s assumption of plugging and deliver abandonment liabilities with respect to the Xxxxx and the Unit Interests; (v) all necessary letters in lieu of transfer orders, substantially in the form set forth on Exhibit G, directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets each Listed Interest from and after the Effective Time; (evi) Buyer shall deliver joint instructions to Seller evidence of appropriate federal, state and local bonds relating the Escrow Agent to ownership of release the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsPerformance Deposit to Seller; (fvii) a written statement setting forth the Closing Amount and the adjustments resulting in such amount signed by Buyer; and (viii) such other documents as Seller may reasonably request. (b) Seller shall deliver (or cause to be delivered) to Buyer the following items (all documents, certificates substantiating and other items listed below that are required to be executed will be duly executed and acknowledged, where required, by an authorized signatory of Seller or, if applicable, an Affiliate of Seller) (collectively, the “Seller Deliverables”): (i) an Assignment covering the Properties, in sufficient counterparts for recordation in each of the counties and parishes in which the Properties are located and all appropriate U.S. state and U.S. federal assignments as may be reasonably necessary to convey the Properties to Buyer; (ii) a certificate in the form set forth on Exhibit E from each Party Seller; (iii) any change of operator forms or notices that may be required to transfer operations on Seller operated Properties to Buyer (it being understood and agreed, however, that except for its obligations under Section 5.5 and to deliver the Seller Deliverables described in this Section 9.2(b)(iii), Seller shall have no obligation to ensure (and does not warrant) that Buyer will succeed Seller as operator of any Properties operated by Seller or any of its Affiliates); (iv) all necessary letters in lieu of transfer orders, substantially in the form set forth on Exhibit G, directing all purchasers of production to pay Buyer the proceeds attributable to production from each Listed Interest from and after the Effective Time; (v) a certification of non-foreign status in accordance with Treasury Regulations under Section 1445 of the Codefrom each Party Seller, in the form of set forth on Exhibit D (“FIRPTA Certificate”)H; (gvi) Buyer shall prepare joint instructions to the Escrow Agent to release the Deposit Amount to Seller; (vii) releases of deeds of trust and Seller shall execute terminations of financing statements relating to the Properties; (viii) a written statement setting forth the Closing Amount and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to adjustments resulting in such amount; signed by the PartiesSeller; and (hix) Seller shall deliver to such other documents as Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyermay reasonably request.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ai) Seller CECI shall execute, acknowledge execute and deliver to Buyer deliver: (i1) an Assignment, Bxxx Xxxx of Sale and Conveyance of in the Assets, effective form attached hereto as of Exhibit "E" (the Effective Time to Buyer "Xxxxx Ranch Assignment") (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the AssetsXxxxx Ranch Properties, subject to the Permitted Encumbrances; and(2) such other instruments as may be required to convey the Xxxxx Ranch Properties to P&L LP and otherwise effectuate the transactions contemplated by this Agreement. (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer P&L Inc. shall execute and deliver: (1) an Assignment, Xxxx of Sale and Conveyance in the form attached hereto as Exhibit "F" (the "Frisco City Assignment") (in sufficient counterparts to facilitate recording) conveying the Frisco City Properties, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Frisco City Properties to CECI and otherwise effectuate the transactions contemplated by this Agreement. (iii) P&L LP shall deliver by cashiers check, direct bank or wire transfer to CECI or to CECI's account (at such place as may be designated by CECI in a written notice, such notice to be delivered to P&L LP not less than two (2) Business Days prior to the Closing) the Xxxxx Ranch Purchase Price. (iv) CECI shall deliver by cashiers check, direct bank or wire transfer to P&L Inc. or to P&L Inc.'s account (at such place as may be designated by P&L Inc. in a written notice, such notice to be delivered to CECI not less than two (2) Business Days prior to the Closing) the Frisco City Purchase Price. (v) CECI shall deliver on forms supplied by P&L LP transfer orders or letters in lieu thereof, directing all purchasers the operator or purchaser to make payment of production to pay Buyer the proceeds attributable to production from the Assets from and Xxxxx Ranch Properties after the Effective Time; (e) Buyer shall deliver Time to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerP&L LP.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge the Company and the Sellers will deliver to Buyerthe Buyer and the Subsidiary: (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially releases in the form of Exhibit C conveying 2.6(a)(i) executed by Sellers (collectively, "Sellers' Releases"); (ii) employment agreement in the Assetsform of Exhibit 2.6(a)(ii), executed by Oberstein (the "Employment Agreement"); (iii) consulting agreement in the from of Exhibit 2.6(a)(iii), executed by Teiber (the "Consulting Agreement"); (iv) a certifxxxxx executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); (v) an opinion of David W. Hammer, dated the Closing Date, in the form of Exhixxx 0.0(x); (vi) a certificate executed by Sellers representing and warranting to Buyer that this Agreement and the Merger shall have received the approval of all of the Company Shareholders, in accordance with the Texas Business Corporation Act. Such certificate shall contain as an exhibit thereto the resolutions of the Company Shareholders, which approved this Agreement and the Merger; (vii) certificates representing the Company Shares, for cancellation; (viii) certificates representing all outstanding shares of capital stock of each Acquired Company, other than the Company, owned of record by the Company; (ix) resignations by Teiber and Oberstein as officers and members of the Board of Xxxxxtors xx xxx Xxmpany, effective immediately prior to the Effective Time of the Merger; (x) Oberstein Personal Goodwill Agreement in the form of Exhibit 2.6(a)(x), executed by Oberstein; and (iixi) such other assignmentsTeiber Personal Goodwill Agreement in the form of Exhibit 2.0(x)(xi), bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);executed by Teiber. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;Subsidiary will deliver: (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (ei) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Shares Consideration Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, Schedule in the form of Exhibit D 2.3 (“FIRPTA Certificate”ii) certificates for the Buyer Shares Consideration (including the Escrow Shares) for transfer to the Sellers, representing the issuance of an amount of Buyer Shares as follows: an amount of Buyers Shares to Teiber equal to (A) the Buyer Shares Consideration less the Xxxxxx Shares multiplied by (B) 75%; and an amount of Buyer Shares to Oberstein equal to (A) the Buyer Shares Consideration less the Escrow Shares multiplied by (B) 25%; (iii) the Escrow Shares to the escrow agent referred to in Section 2.6(c); (giv) Buyer shall prepare and Seller shall execute and deliver a certificate to Buyer all forms necessary for the Sellers executed by Buyer to assume operations the effect that, except as otherwise stated in such certificate, each of Buyer's and Subsidiary's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Assets Closing Date; (v) the Employment Agreement to Oberstein, executed by Buyer and Subsidiary; (vi) the Consulting Agreement to Teiber, executed by Buyer and Subsidiary; (vii) a release to the Sellers in the form of EXHIBIT 2.6(b)(vii) executed by Buyer and Subsidiary ("Buyer's and Subsidiary's Release"); (viii) a certificate to the Sellers executed by Buyer and Subsidiary representing and warranting to Sellers that this Agreement and the Merger shall have received the approval of the sole stockholder of Subsidiary, in accordance with the Delaware General Corporation Law. Such certificate shall contain as agreed an exhibit thereto the resolutions of the sole stockholder of Subsidiary, which approved this Agreement and the Merger; (ix) the Oberstein Personal Goodwill Agreement to Oberstein, executed by the PartiesBuyer and Subsidiary; and (hx) Seller shall deliver the Teiber Personal Goodwill Agreement to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly Teiber, executed for assignment to Buyerby Buxxx xxd Subsidiary.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Each Seller shall execute, acknowledge and will deliver to Buyer: (i) an Assignmentcertificates representing such Seller's Tendered Shares, Bxxx of Sale duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (ii) solely with respect to the XxXxxx Trust, CLIP, and Conveyance each of the AssetsManagement Option Holders, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially a release in the form of Exhibit C conveying the Assets2.4(a)(ii) executed by each such Seller (collectively, "Sellers' Releases"); and (iiiii) solely with respect to the XxXxxx Trust, CLIP, and each of the Management Option Holders, a certificate executed by each such other assignments, bills Seller certifying to Buyer that each of sale, or deeds necessary such Seller's representations and warranties in this Agreement is accurate in all material respects as of the Closing Date as if made on the Closing Date (after giving full effect to transfer the Assets all Updates that were delivered by Sellers to Buyer, including without limitation any conveyances on official forms and related documentation necessary prior to transfer the Assets to Buyer Closing Date in accordance with requirements of governmental regulations (collectively, the “Conveyances”Section 5.5);. (b) Buyer shall deliver will deliver: (i) to (A) Sellers' Representative for the account of each Seller other than CLIP and (B) to CLIP, the cash portion Per Share Closing Proceeds for each Tendered Share of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to such Seller pursuant to Section 10.12.4(a) by bank cashier's or certified check payable to the order of or by wire transfer to accounts specified by the Sellers' Representative or CLIP; (ii) to the Escrow Agent, the aggregate Per Share Escrowed Proceeds by bank cashier's or certified check or by wire transfer to an account specified by the Escrow Agent; and (iii) a certificate executed by Buyer certifying to Sellers that each of Buyer's representations and warranties in this Agreement is accurate in all material respects as of the Purchase Price Units;Closing Date as if made on the Closing Date. (c) Seller shall deliver Buyer will pay off the Closing Debt by wire transfer to Buyer possession the accounts specified by each respective lender of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerDebt.

Closing Obligations. At ClosingIn addition to any other obligations to be performed and any other documents to be delivered under other provisions of this Agreement, on the Closing Date, the Parties shall perform the following events shall occuracts and fulfil the following requirements (jointly, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:“Executive Acts”): (a) Seller shall execute, acknowledge and deliver to Buyerthe Sellers shall: (i) an Assignment, Bxxx of Sale execute any and Conveyance all the necessary documents or deeds and take any and all necessary actions to procure the valid transfer of the AssetsShares to the Buyer, effective as and accomplish any and all formalities, and execute any and all instruments – including the delivery of appropriate communications to the relevant Authorized Intermediary – required in order to procure the immediate registration of the Effective Time ownership of the Shares on the securities account (conto titoli) held by the Buyer with the relevant Authorized Intermediary and communicated by the Buyer to Buyer the Sellers at least 7 (in sufficient counterparts seven) Business Days prior to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; andClosing Date; (ii) such other assignmentsdeliver to the Buyer the Resignation Letters signed by each Resigning Director; (iii) cause that the shareholders’ meetings of Target and the Subsidiaries to be validly held on the Closing Date, bills express their voting rights pertaining to Shares so as that the shareholders’ meeting of saleTarget, or deeds necessary and procure that the shareholders’ meetings of the Subsidiaries, resolve upon: (i) the acknowledgment of the resignation of the Resigning Directors; (ii) the appointment of the new directors replacing the Resigning Directors as designated and communicated by the Buyer at least 8 (eight) Business Days prior to transfer the Assets Closing Date; (iv) deliver to Buyerthe Buyer the original, including without limitation any conveyances on official forms and related documentation necessary to transfer duly executed, of the Assets Guarantee (as defined in Paragraph 0); (v) deliver to Buyer a certificate in accordance with requirements the form attached hereto as Annex 000 pursuant to which the Sellers represent and warrant that (i) no Material Adverse Event occurred between the date of governmental regulations execution of this Agreement and the Closing Date; and (collectivelyii) each of the Sellers’ Representations considered both individually and in the aggregate, is true, correct, exact, complete and accurate as of the “Conveyances”)Closing Date; (vi) deliver to the Buyer written evidence of the satisfaction of the Conditions Precedent that have not being waived by the Buyer prior to the Closing Date and of the fulfilment of the pre-closing obligations of the Sellers set forth in Paragraph 10.1; (b) the Buyer shall deliver shall: (i) execute any and all the necessary documents or deeds and take any and all necessary actions to Seller procure the valid transfer of the Payment Shares to the Sellers, and accomplish any and all formalities, and execute any and all instruments – including the delivery of appropriate communications to the relevant Authorized Intermediary – required in order to procure the immediate registration of the ownership of the Payment Shares in the name of the Sellers; (ii) pay the cash portion of the Purchase Price in immediately available funds, less accordance with Article 0; (iii) pay the amount xxxxx Tax to be paid for the transfer of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsShares; (c) Seller the Buyer and MTI shall deliver execute the lock-up and call option agreement relating to Buyer possession of the AssetsMTI Payment Shares hereto attached as Annex 7.3(c)(i); (d) Seller the Parties shall perform any other act and enter into any other transaction that may be necessary in order for the Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to acquire full ownership of and title to the Assets after the Closing Shares free and certificates clear of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerEncumbrances.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to BuyerBuyers: (i) an Assignment, Bxxx general partner interest assignments in a form reasonably acceptable to Buyers; (ii) certificates executed by Sellers and the Company that each of Sale their respective representations and Conveyance of the Assets, effective warranties in this Agreement were accurate in all material respects as of the Effective Time Closing Date as if made on the Closing Date and that each of the covenants required to Buyer be performed by Sellers and the Company as of the Closing Date has been performed in all material respects; (iii) the Escrow Agreement, as set forth in sufficient counterparts to facilitate filing and recordingSection 2.1(b) substantially in the form of Exhibit C conveying the Assetshereto; and (iiiv) resignations of such other assignments, bills officers and directors of sale, or deeds necessary the Acquired Companies to transfer the Assets extent required by Buyers in writing not later than five (5) Business Days prior to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Closing. (b) Buyer shall deliver Buyers will deliver: (i) by wire transfer to Seller the cash portion accounts specified in the Payoff Letters, all amounts necessary to discharge the then outstanding balance of all Indebtedness under the Credit Agreement and the Bonds, in each case, in the amounts specified by the holders of such Indebtedness in their respective Payoff Letters and included in the calculation of the Estimated Closing Date Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsPrice; (cii) Seller shall deliver by wire transfer to Buyer possession of accounts specified by Sellers an amount equal to the AssetsEstimated Closing Date Purchase Price less the Escrow Funds; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production the Escrow Funds by wire transfer to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to an account specified by the PartiesEscrow Agent; and (hiv) Seller shall deliver certificates executed by Buyers to Buyer the certificates for effect that each of their respective representations and warranties in this Agreement were accurate in all material respects as of the GMO Stock Closing Date as if made on the Closing Date and all that each of the MV Stock properly executed for assignment covenants required to Buyerbe performed by Buyers as of the Closing Date has been performed in all material respects.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) At the Closing, Seller shall execute, acknowledge and deliver or cause to be delivered to Buyer, for the transfer, filing or recording thereof (Buyer shall pay all Transfer Taxes): (i1) an Assignment, Bxxx a bill of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (Acquired Assets that are tangible personal property in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying (the Assets“Bill of Sale”), duly executed by Seller; (2) an assignment of all of the Acquired Assets that are intangible personal in a form satisfactory to Buyer, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) in substantially the form of Exhibit D, duly executed by Seller; (3) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights each in a form satisfactory to Buyer, duly executed by Seller; (4) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the charter and bylaws or other applicable governing documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the transactions contemplated hereby. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (1) the Purchase Price by wire transfer of immediately available funds to the account specified by the Seller in Exhibit E; (2) the Seller Financing Note, duly executed by Xxxxx; and (ii3) such other assignmentsthe Assignment and Assumption Agreement, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)duly executed by Xxxxx; (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Shareholder, as the case may be, shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Bxxx a xxxx of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets that are Tangible Personal Property in the form of Exhibit C conveying 2.7(a)(i) (the Assets; and“Xxxx of Sale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) Transition Services Agreement, duly executed by Shareholder; (iv) Releases of all Encumbrances on the Assets, other than Permitted Encumbrances; (v) Certificates dated as of a date not earlier than the third business day prior to the Closing as to the good standing of Seller and payment of all applicable state Taxes by Seller, executed by the appropriate officials of the State of Delaware and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation as specified in Part 3.01(a); (vi) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (vii) employment agreement in accordance with requirements the form of governmental regulations Exhibit Section 2.07(a)(vii), executed by Xxxxxxxx Xxxxx of Seller identified in Exhibit Section 2.07(a)(vii) (collectively, the “ConveyancesEmployment Agreement”); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.09 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; and (xi) the Closing Financial Statements dated as of a date not earlier than one business day prior to the Closing. (b) Buyer shall deliver to Seller and Shareholder, as the cash portion case may be: (i) Eight hundred fifty thousand dollars ($850,000) by wire transfer of the Purchase Price in immediately available funds, less federal funds to an account specified by Seller in a writing delivered to Buyer on the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) Seller shall deliver to a certificate that demonstrates that Buyer possession is exempt from paying sales taxes in connection with the purchase of the AssetsInventory within thirty (30) days after the Closing Date; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeTransition Services Agreement, duly executed by Buyer; (eiv) Buyer shall deliver to Seller evidence of appropriate federal, state the Assignment and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsAssumption Agreement executed by Buyer; (fv) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to Employment Agreement executed by the PartiesBuyer; and (hvi) Seller shall deliver to Buyer the certificates for all a certificate of the GMO Stock Secretary of Buyer certifying, as complete and all accurate as of the MV Stock properly executed for assignment Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to Buyerthe incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

Closing Obligations. At Closing, the Closing the following events shall occur, ------------------- each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Assignor shall execute, acknowledge and deliver to BuyerAssignee conveyance documents substantially in the form set forth in Exhibits A-1 or B-1 to this Agreement as to all Assets and such other instruments of transfer and assignment necessary to convey to Assignee or its subsidiary the Assets in the manner contemplated by this Agreement. Upon receipt, Assignee shall also execute and acknowledge the conveyance documents and shall file such documents for recording in a timely fashion with the proper authorities in the appropriate counties. Thereafter, Assignee shall provide Assignor with all recording information. (ib) an AssignmentAssignor shall deliver to Assignee exclusive possession of the Assets, Bxxx of Sale and Conveyance Assignee shall take possession of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;Date. (c) Seller Assignor and Assignee shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute execute, acknowledge, and deliver transfer orders or letters in lieu thereof directing all purchasers of production to pay Buyer the make payments of proceeds attributable to production from the Assets from to Assignee. (d) Assignor and after Assignee shall execute, acknowledge and deliver such other instruments and take such other action as may be necessary to carry out their respective obligations under this Agreement, including, but not limited to, assignment of Operating Rights (if applicable) on forms acceptable to the Effective Time;appropriate governmental entity. (e) Buyer OXY shall deliver pay to Seller evidence of appropriate federal, state and local bonds relating to ownership of Frontier (as directed) the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status additional consideration provided for in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.Article III. EXCHANGE AGREEMENT PAGE 13

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and The Stockholders will deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance Buyer certificates representing all of the AssetsShares, effective as of the Effective Time duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer. Each Stockholder that is a married individual shall additionally deliver to Buyer (in sufficient counterparts to facilitate filing and recording) substantially an executed Spousal Consent in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Schedule C. (b) The Buyer shall will deliver or will cause to Seller be delivered to the cash portion Stockholders the sum of the Purchase Price in immediately available funds, $15,000,000 (less the amount aggregate of the Deposit and any additional deposit paid to Seller payments made by Buyer pursuant to Section 10.12.2(f)) by wire transfer to a trust account in favor of the Stockholders held by counsel for the Company pursuant to the wire instructions provided by counsel to the Company to the Buyer, and for allocation among the Purchase Price Units;Stockholders as specified in Column 3 of Schedule A. (c) Seller shall deliver The Buyer and Stockholder Representative will enter into the Escrow Agreement with the Escrow Agent designated therein, providing that up to Buyer possession $1,800,000, otherwise payable as all or part of the Assets;Earnout Amount, shall be paid into an escrow pursuant to the terms and conditions thereof. (d) Seller and The Stockholders will cause to be delivered to Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership an opinion of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 Company’s counsel, dated as of the CodeClosing, in the form of Exhibit D Schedule D. (“FIRPTA Certificate”);e) The Stockholders will cause to be delivered to Buyer a good standing certificate for the Company in the jurisdiction of incorporation of the Company dated not less than five days prior to the Closing. (f) All obligations of the Company set forth in Schedule F will be fully satisfied, and all payments thereunder will be made by the Buyer to a trust account held by counsel for the Company, pursuant to the wire instructions provided by counsel to the Company to the Buyer, for distribution to the payees in such amounts (subject to required withholding) as are specified in Schedule F. (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller Each party shall deliver to Buyer the certificates for all others such additional documents and materials as any of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerothers may reasonably request.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) At the Closing, Seller shall execute, acknowledge and deliver to Buyerwill deliver: (i) an Assignment, Bxxx a certificate executed by Seller as required by Section 7.2(d); (ii) a xxxx of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) Assets substantially in the form of Exhibit C conveying 2.7(a)(ii) (the Assets; and“Xxxx of Sale”) duly executed by Seller; (iiiii) an assignment and assumption agreement substantially in the form of Exhibit 2.7(a)(iii) (the “Assignment and Assumption Agreement”) duly executed by Seller; (iv) novation agreements substantially in the form of Exhibit 2.7(a)(iv) (the “Novation Agreements”) with respect to each of the Novation Contracts; (v) Special Warranty Deed, FIRPTA certification, Construction Lien Affidavit, Title Commitment and other reasonably required documentation transferring the Real Property to Buyer; (vi) The following agreements duly executed by Seller: a manufacturing agreement substantially the form set forth in Exhibit 2.7(a)(vi)-A; a Sublease in substantially the form set forth in Exhibit 2.7(a)(vi)-B, a License Agreement substantially in the form set forth in Exhibit 2.7(a)(vi)-C, an Information Technology Services Agreement substantially in the form set forth in Exhibit 2.7(a)(vi) - D and an Agreement Related to Baan License Agreement substantially in the form set forth in Exhibit 2.7(a)(vi) - E (collectively, the “Ancillary Agreements”). (vii) such other assignmentsdeeds, bills of sale, or deeds necessary assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to transfer Buyer and its legal counsel and duly executed and delivered by Seller and such UCC termination statements, releases and other documentation as Buyer may reasonably request to evidence that any Encumbrances other than Permitted Encumbrances on the Assets have been removed prior to Closing; and (viii) updated Disclosure Schedules, if necessary, delivered by Seller, in such form as is acceptable to Buyer. (b) At the Closing, including without limitation any conveyances on official forms and related documentation necessary Buyer will deliver: (i) the Closing Payment, in immediately available funds to transfer such account as may be specified by Seller in writing prior to the Assets to Closing; (ii) a certificate executed by Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”as required by Section 7.1(d); (biii) Buyer shall deliver to Seller the cash portion Xxxx of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsSale duly executed by Buyer; (civ) Seller shall deliver to Buyer possession of the AssetsAssignment and Assumption Agreement duly executed by Buyer; (dv) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to Ancillary Agreements duly executed by the PartiesBuyer; and (hvi) Seller shall deliver Novation Agreements with respect to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly Novation Contracts, each duly executed for assignment to by Buyer.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) At the Closing, Seller shall executedeliver, acknowledge and deliver or caused to be delivered, to Buyer: (i) an Assignment, Bxxx a bill of Sale and Conveyance sale for all of the AssetsAssets in a form to be agreed upon (thx "XILL OF SALE"), effective as executed by Seller; (ii) xx assignment of all of the Effective Time Assets which are intangible personal property in a form to Buyer be agreed upon, which assignment will also contain Buyer's undertaking and assumption of the Assumed Liabilities including, without limitation, the Assumed Employment Agreements (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), executed by Seller; (iii) with respect to each leasehold interest in sufficient counterparts to facilitate filing real property leased by Seller as set forth in SCHEDULE 1.1(A), an Assignment and recording) substantially Assumption of Lease in the form of Exhibit C conveying EXHIBIT F (the Assets; and"ASSIGNMENT AND ASSUMPTION OF LEASE"), executed by Seller, and a consent to such Assignment and Assumption of Lease by the lessor, if such lessor's consent to assignment is required by the terms of the applicable lease; (iiiv) such other assignmentscopies of any Pre-Closing Consent or Non-Material Consent, bills obtained by Seller prior to Closing; (v) an escrow agreement in the form of saleEXHIBIT G, or deeds necessary to transfer executed by Seller and the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer Escrow Agent (the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”"ESCROW AGREEMENT"); (bvi) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit employment agreement between Witt and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeBuyer, in the form of Exhibit D EXHIBIT H, executed by Witt (“FIRPTA Certificate”the "WITX XXPLOYMENT AGREEMENT") and any amendments to the Assxxxx Emploxxxxt Agreements, if any, required to make such agreements' non-compete provisions materially consistent with those contained in the Witt Employment Agreement; (vii) a certixxxxte of an officer or authorized representative of Seller certifying (A) as complete and accurate as of the Closing, attached copies of the Operating Agreement of Seller, (B) attached requisite resolutions or actions of the requisite Members of Sellers approving the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the change of name contemplated by SECTION 8.7, (C) the incumbency of the officers or authorized representative of Seller executing this Agreement and any other document relating to the transactions contemplated hereby; (viii) the certificate of organization and all amendments thereto of Seller, duly certified as of a recent date by the Secretary of State of Delaware; (ix) certificates as to the good standing of Seller, executed by the appropriate officials of the jurisdiction of Seller's organization and each foreign jurisdiction in which Seller is licensed or qualified to do business as specified in SCHEDULE 2.1(A); (gx) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesClosing Date Statement; and (hxi) any amendments or supplements to the Schedules attached to this Agreement for the purposes of including in such Schedules any matter hereafter arising or discovered which, if existing or known as of the date of this Agreement, would have been required to be set forth or described in such Schedules or that is necessary to complete or correct any information in any representation or warranty of Seller contained in this Agreement. Upon receipt of such updated schedules, Buyer may either elect to terminate this Agreement, if a disclosure on such updated schedules would have resulted in a breach of this Agreement if such updated disclosure was not made, or Buyer may elect to consummate the transaction contemplated by this Agreement. In either such case, Buyer shall waive any other remedy that Buyer may have had with respect to disclosures made to Buyer after the date hereof which appear on the updated schedules. (b) At the Closing, Buyer shall deliver to Seller: (i) Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000), by wire transfer of immediately available funds to an account specified in writing by Seller (which wire transfer instructions must be delivered by Seller to Buyer at least one (1) Business Day prior to Closing); and the certificates for all Closing Stock Payment; (ii) the Assignment and Assumption Agreement, executed by Buyer; (iii) the Escrow Agreement, executed by Buyer and the Escrow Agent; (iv) the Witt Employment Agreement and the amendments to the Assumed Employmexx Xgreements, if any, required to make such agreements' non-compete provisions materially consistent with those contained in the Witt Employment Agreement, each executed by Buyer; (v) a certificate of the GMO Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the bylaws of Buyer and certifying and attaching all requisite resolutions or actions of Buyer's board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the reservation of shares of Buyer Common Stock to be issued in connection with the transactions contemplated hereby) and certifying to the incumbency of the officers of Buyer executing this Agreement and any other document relating to the transactions contemplated hereby; (vi) a stock option plan, attached hereto as EXHIBIT I for the former employees of Seller to be available to said employees from Buyer subsequent to the Closing Date, and said option plan will contain in part: (x) stock options at the value of $500,000 as of the Closing Date, based upon the fair market value of a share of Buyer's Common Stock as of the Closing Date (as fair market value is defined in such stock option plan, attached hereto as EXHIBIT I); (y) with a vesting schedule of four years; and (z) distribution list of said stock options to employees determined by Witt; (vii) the certificate of incorpxxxxion (and all amendments thereto) of Buyer, duly certified as of a recent date by the Secretary of State of the MV Stock properly executed State of Nevada; (viii) the Promissory Note; and (ix) any amendments or supplements to the Schedules attached to this Agreement for assignment the purposes of including in such Schedules any matter hereafter arising or discovered which, if existing or known as of the date of this Agreement, would have been required to be set forth or described in such Schedules or that is necessary to complete or correct any information in any representation or warranty of Seller contained in this Agreement. Upon receipt of such updated schedules, Seller may either elect to terminate this Agreement, if a disclosure on such updated schedules would have resulted in a breach of this Agreement if such updated disclosure was not made, or Seller may elect to consummate the transaction contemplated by this Agreement; PROVIDED, HOWEVER, that Seller may not terminate this Agreement if any amendments or supplements to SCHEDULE 3.6(A) relate to acquisitions made by Buyer or financing provided to Buyer. In either such case, Seller shall waive any other remedy that Seller may have had with respect to disclosures made to Seller after the date hereof which appear on the updated schedules. (c) At the Closing, Buyer shall deliver to the Escrow Agent the Escrowed Stock.

Closing Obligations. At Tn addition to any other documents to be delivered under other provisions of this Agreement, at Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver or cause to be delivered to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof, the following documents: (i) an Assignmentthe Xxxx of Sale, Bxxx of Sale duly executed by Seller; (ii) the Intangible Assignments, duly executed by Seller; (iii) all Consents and Conveyance approvals from Governmental Authorities, and third parties under Contracts, necessary to ensure that Buyer will continue to have the same full rights with respect to the Acquired Assets as Seller had immediately prior to the consummation of the Contemplated Transactions, including the written Consents, in form and substance reasonably acceptable to Buyer, of the Governmental Authorities and third parties set forth in Schedule 2.5(a)(iii); (iv) a payoff letter from each lender from which Seller has incurred indebtedness for borrowed money which is outstanding, if any, and from each person or entity listed on Schedule 2.2. and a release of all Encumbrances relating to the Acquired Assets executed, filed and/or recorded by the holder of or parties to each such Encumbrance (including without limitation any violations cited by the Missouri Department of Natural Resources or any other Governmental Authority with authority over the System or the Acquired Assets), if any, in each case in substance and form reasonably satisfactory to Buyer and its counsel; (v) for each interest in Real Property and each easement and/or right-of-way affecting any Real Property or Acquired Asset, whether or not identified on Schedule 3.4, a recordable warranty deed or such other appropriate document or instrument of transfer or approval, as the case may require, each in form and substance reasonably satisfactory to Buyer; (vi) such other deeds, bills ofsale, assignments, certificates oftitle, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in fonn and substance reasonably satisfactory to Buyer; (vii) a copy of each permit, license, easement, land-right and other necessary authority for the operation of the System and the Acquired Assets, effective in each case validly issued in the name of the Seller and in full force and effect; (viii) the certificate contemplated by Section 5. l(d); (ix) a legal opinion of Seller's legal counsel, affirmatively opining to such matters as Buyer or its legal counsel may reasonably request, including but not limited to the due authorization and execution of this Agreement by Seller and the enforceability thereof; (x) a copy, certified by the City Clerk or their designee of Seller to be true, complete and correct as of the Effective Time Closing Date, of the governing documents and resolutions of the City Board Members and any other required representatives of Seller authorizing and approving the Contemplated Transactions and as to the incumbency and signatures of the board members of Seller executing this Agreement or any of the Transaction Documents on behalfof Seller; (xi) to the extent such transfer is requested by Buyer, evidence satisfactory to Buyer of the transfer of all utilities with respect to the System from Seller to Buyer; (xii) evidence satisfactory to Buyer of the effectuation of any change in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assetsrate base which is contemplated by this Agreement, if applicable; and (iixiii) such all other assignmentsdocuments, bills of sale, instruments and writings required or deeds necessary reasonably requested by Buyer to transfer be delivered at or prior to the Assets Closing pursuant to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer this Agreement or otherwise required in accordance with requirements of governmental regulations (collectively, the “Conveyances”);connection herewith. (b) At or prior to the Closing, Buyer shall deliver the following: (i) to the Seller the cash portion of and such other payees set forth on chcdule 2.2, certified funds in an aggregate amount equal to the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsPrice; (cii) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer Seller, the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federalIntangible Assignments, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to duly executed by the PartiesBuyer; and (hiii) to the Seller, all other documents, instruments and writings required or reasonably requested by Seller shall deliver to Buyer be delivered at or prior to the certificates for all of Closing pursuant to this Agreement or otherwise required in connection herewith. Seller hereby makes the GMO Stock following representations and all of the MV Stock properly executed for assignment warranties to Buyer., each of which is true and correct on the date hereof, will be true and correct at Closing and shall survive the Closing and the Contemplated Transactions hereby to the extent set forth herein:

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge execute and deliver to Buyer (i) an the Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially recording in the form of Exhibit C conveying applicable counties and parishes, covering the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver such transfers and assignments, on appropriate forms, as may be required by any Governmental Authority in order to transfer the Assets from Seller to Buyer pursuant to the terms of this Agreement. (c) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement. (d) Buyer shall deliver to Seller, or Seller shall deliver to Buyer, as the case may be, to the account designated in the Preliminary Settlement Statement, by direct bank or wire transfer in immediately available funds, the Adjusted Purchase Price, after giving effect to the Deposit. (e) Seller shall execute and deliver forms supplied by Buyer and reasonably acceptable to Seller, appropriate transfer orders or letters in lieu thereof, directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;. (f) Seller shall deliver to Buyer certificates substantiating nonan executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a foreign status in accordance with Treasury Regulations under Section 1445 person within the meaning of the Code, in the form of Exhibit D (“FIRPTA Certificate”);. (g) Subject to Article 6.2, to the extent applicable and required under applicable Laws, for any state and/or federal lease included in the Assets, Seller shall deliver designation of operator forms. (h) Buyer shall prepare deliver to Seller the Seller Bonds pursuant to Article 6.4, and shall provide Seller with evidence that the remaining bonds, letters of credit and guarantees provided for in Article 6.4 (including, without limitation, the Supplemental Bonds) have been obtained and will be delivered as contemplated by this Agreement to the appropriate Third Parties or Governmental Authorities. (i) Seller and Buyer shall execute and deliver any other agreements, instruments and documents which are required by other terms of this Agreement to Buyer all forms necessary for Buyer to assume operations on be executed and/or delivered at the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClosing.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) an Assignment, Bxxx of Sale and Conveyance the certificates representing all of the AssetsEquity Interests of each Targeted Subsidiary, effective as endorsed in blank or accompanied by a duly executed stock power; (ii) assignments of all Intellectual Property Assets owned by Seller that are related to, used in or necessary for, the Effective Time to Buyer (in sufficient counterparts to facilitate filing Business and recording) substantially separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit C conveying the Assets; and2.4(a)(ii) executed by Seller; (iiiii) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer, including without limitation any conveyances on official forms in each case that relates to the Business as Equity Interests, and related documentation necessary its legal counsel and executed by Seller; (iv) a payoff letter and consent (the “Laurus Consent”) executed by Laurus Master Fund, Ltd., Seller and Buyer in form and substance reasonably satisfactory to transfer Buyer, releasing Buyer, CAI, the Targeted Subsidiaries and the Assets from any and all debt, obligation, liability or Encumbrance, under the Security and Purchase Agreement, dated as of December 6, 2005, as amended, by and among the Laurus Master Fund, Ltd., Seller, ProxyMed Transaction Services, LLC, PlanVista, PSI, NNS, Medical Resource and National Provider, and all other notes and transaction documents executed in connection therewith, in each case, upon the payment to Buyer Laurus Master Fund, Ltd. (or its designee) made pursuant to Section 2.4(b)(i)(L) below; (v) [Reserved]; (vi) an escrow agreement in the form reasonably satisfactory to the parties hereto, in accordance with requirements the terms of governmental regulations this Agreement, other than any changes that are reasonably required by the Escrow Agent, executed by Seller and the Escrow Agent (collectively, the “ConveyancesEscrow Agreement”); (bvii) a transition services agreement in the form reasonably satisfactory to the parties hereto, executed by Seller and Buyer shall deliver to Seller (the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units“Transition Services Agreement”); (cviii) Seller shall deliver to Buyer possession of the Assets; (d) Seller a contribution and Buyer shall execute assignment and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, assumption agreement in the form of Exhibit D 2.4(a)(viii), executed by each Targeted Subsidiary and Seller (the “FIRPTA CertificateContribution Agreement”); (gix) Buyer shall prepare for each interest in Real Property identified on Schedule 3.8, an Assignment and Assumption of Lease in the form reasonably satisfactory to the parties hereto, executed by Seller shall execute and/or the appropriate Targeted Subsidiary (the “Assignment and deliver Assumption of Lease”); (x) a copy of the fairness opinion delivered to Buyer the Seller by Cxxx Brothers & Company, LLC (the “Fairness Opinion”); (xi) a certificate executed by Sellers as to the accuracy of their representations and warranties, as of the date of this Agreement, and as of the Closing, in accordance with Section 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; (xii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all forms necessary for Buyer requisite resolutions or actions of Seller’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to assume operations on the Assets as agreed incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the Partiesrequisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; and (hxiii) Seller shall deliver either (A) a release (the “Medical Resource Member Release”) executed by each former member of Medical Resource listed as a Payee (as defined in the Medical Resource Member Note) on Exhibit A (the “Former MR Members”) to the Promissory Note dated October 10, 2006 (the “Medical Resource Member Note”), in the original aggregate principal amount of $1,000,000, in form and substance satisfactory to Buyer unconditionally and irrevocably releasing Buyer, CAI, the certificates for all of Targeted Subsidiaries and the GMO Stock Assets (without any condition or payment obligation) from any and all debt, obligation, liability or Encumbrance, including under the Medical Resource Member Note or otherwise or (B) a payoff letter (the “Medical Resource Member Note Payoff Letter”) from the Former MR Members with respect to any outstanding indebtedness of Seller and any Seller Subsidiary under the MV Stock properly executed for assignment Medical Resource Member Note in form and substance satisfactory to Buyer., releasing Buyer, CAI, the Targeted Subsidiaries and the Assets from any and all debt, obligation, liability or Encumbrance, under the Medical Resource Member Note or otherwise upon the payment to the escrow agent named in the Medical Resource Member Note (the “Medical Resource Member Note Escrow Agent”) made pursuant to Section 2.4(b)(i)(A) below;

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerThe Fortress Sellers shall: (i) an Assignment, Bxxx of Sale execute and Conveyance deliver transfer instruments evidencing the sale of the AssetsFortress Held Interests to the Buyer, effective as of in form and substance reasonably satisfactory to the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesFortress Equity Transfer Instruments”); (bii) Buyer shall execute and deliver to Seller the cash portion Buyer a certificate, dated as of the Purchase Price in immediately available funds, less the amount Closing Date and signed by a duly authorized officer of each of the Deposit Fortress Sellers, certifying that each of the conditions set forth in Sections 8.2(a) and any additional deposit paid 8.2(b) has been satisfied with respect to Seller pursuant to Section 10.1, and the Purchase Price Unitssuch Fortress Seller; (ciii) Seller shall execute and deliver the Escrow Agreement to the Buyer possession of and the AssetsEscrow Agent; (div) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers to the Buyer a certificate of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeCode and an IRS Form W-9 for each Fortress Seller; (v) cause to be executed and delivered to the Buyer resignation letters effective as of the Closing by each officer and director of each of the Acquired Companies who is affiliated with Fortress Investment Group LLC; (vi) deliver to the Buyer a final invoice from Pxxxx Xxxxxxx regarding all Transaction Expenses due to Pxxxx Xxxxxxx; and (vii) deliver to the Buyer a final invoice from Sidley regarding the Transaction Expenses due to Sidley through the Closing Date. (b) The Management Seller shall: (i) execute and deliver transfer instruments evidencing the sale of all of the Management Held Interests to the Buyer, in form and substance reasonably satisfactory to the form of Exhibit D Buyer (the “FIRPTA CertificateManagement Equity Transfer Instruments” and, together with the Fortress Equity Transfer Instruments, the “Equity Transfer Instruments”); (gii) Buyer shall prepare and Seller shall execute and deliver a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Management Seller, certifying that each of the conditions set forth in Sections 8.2(a) and 8.2(b) has been satisfied with respect to Buyer all forms necessary the Management Seller; (iii) execute and deliver a certificate of non-foreign status under Section 1445 of the Code and an IRS Form W-9 for Buyer to assume operations on the Assets as agreed to by the PartiesManagement Seller; and (hiv) Seller shall deliver to the Buyer a final invoice from Dechert regarding the certificates for all Transaction Expenses due to Dechert through the Closing Date. (c) The Buyer shall: (i) on behalf of the GMO Stock Sellers and the Acquired Companies, pay (or caused to be paid) in full by wire transfer of immediately available funds, all Estimated Transaction Expenses, if any, in accordance with the Funding Schedule; (ii) subject to Section 2.8, deliver the Estimated Purchase Price less the Escrow Amount to, or on behalf of, the Sellers in accordance with the Waterfall by wire transfer of immediately available funds to accounts specified in the Funding Schedule; (iii) execute and deliver the Equity Transfer Instruments to the applicable Seller (or Sellers); (iv) deliver the Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the account set forth on the Funding Schedule; (v) execute and deliver a certificate, dated as of the MV Stock properly executed for assignment Closing Date and signed by a duly authorized officer of the Buyer, certifying that each of the conditions set forth in Sections 8.3(a) and 8.3(b) has been satisfied; and (vi) execute and deliver the Escrow Agreement to Buyerthe Seller Representative and the Escrow Agent.