Common use of Closing Obligations Clause in Contracts

Closing Obligations. At the Closing: (a) Sellers will deliver to Purchaser: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to Purchaser; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); and (iv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, 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 (iii) the Employment Agreements, executed by Purchaser.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to Purchaser;Buyer. (ii) releases a release in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"Seller ( “Seller’s Release”); (iii) employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Seller ( “Employment Agreements"); ”) and; (iv) a certificate executed by Sellers Seller representing and warranting to Purchaser Buyer that each of Sellers' 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 Sellers Seller to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellersor on behalf of Seller: (i) Six Million Dollars ($6,000,000), of which $354,237.50 will be paid directly to Madison Piping, LLC and $70,762.50 will be paid to P▇▇▇▇ ▇’▇▇▇▇▇▇ as brokerage fees on behalf of Seller (Seller shall provide instructions for making such payments) and $5,325,000 of which will be paid by cashier’s or certified check payable to the following amount order of, or by wire transfer to account(s) accounts specified by, Hayden, and $250,000 will be paid on the date of execution of this Agreement as non-refundable deposit by cashier’s or certified check payable to the Sellers in writing: $3,200,000order of, or by wire transfer to accounts specified by, Hayden; (ii) a number of shares of common stock of Buyer equal to $3,000,000 divided by the average of the closing sales prices for the 30 trading days preceding the Closing Date (but not less than $1.00), less the shares escrowed pursuant to 2.4 (b)(iii), for purposes contemplated by Section 10 hereof; (iii) a share certificate for a number of shares of common stock of Buyer equal to $600,000 based on the criteria defined in section 2.4 (b) (ii), which shares shall be issued to Seller and delivered to the escrow agent pursuant to the Escrow Agreement referred to in Section 2.4(c); (iv) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of Purchaser's 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; and (iiiv) the Employment Agreements, executed by PurchaserBuyer. (c) Buyer and Seller will enter into an escrow agreement in the form of Exhibit 2.4(c) (the “Escrow Agreement”) with Bank of Oklahoma. (d) Buyer shall deliver to Seller an additional Three Million Dollars ($3,000,000) subject to the adjustments as set forth in Section 2.5, in payments of $1,000,000 dollars on January 31 of each of the years 2008, 2009 and 2010. Five percent of each of these payments will be paid to Madison Piping, LLC and P▇▇▇▇ ▇’▇▇▇▇▇▇, as instructed by Seller, as brokerage fees.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i1) Duly executed certificates representing in respect of the Shares, duly endorsed by or an indemnity in a form satisfactory to the respective Seller Buyer in respect of them (or accompanied by 2) duly executed stock powers) for transfer and assignment to Purchaserforms in respect of the grants of the shares in favor of the Buyer; (ii3) releases in the form of Exhibit 2.4(a)(ii) 1 executed by Sellers (collectively, "Sellers' Releases"); (iii4) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii)2, executed by each of the Sellers and the Company (collectively, "Employment Agreements"); and (iv5) a certificate executed by Sellers representing and warranting to Purchaser 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 Schedule that were delivered by Sellers to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i1) $475,000 (the following amount "Deposit") by wire transfer to account(sthe following account for the benefit of the Sellers (the "Depository Account") specified by Lloyds TSB, Crou▇▇ ▇▇▇eet, Colchester, Essex Birk▇▇▇ ▇▇▇g Client Account, Account No. 0124▇▇▇▇, ▇▇rt Code: 30 92 16 converted into BPS(pound) at the date of Closing; (2) a promissory note payable to the Sellers in writing: $3,200,000a principal amount equal to the amount of the Deposit; bearing interest at a rate equivalent to the interest payable under the Depository Account; to be secured by the amounts held in the Depository Account; and in substantially the same form as Exhibit 3 (the "Promissory Note"); (ii3) a letter of instruction to the Sellers solicitors instructing them to hold the Deposit in Escrow subject to the terms of the Promissory Note such letter being in the form as set out in Exhibit 4; (4) share certificates in the name of each of the Sellers representing each Seller's ownership in the number of Buyer Shares as set out in Exhibit 5; (5) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iii) the Employment Agreements, executed by Purchaser.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyers shall receive: (i) certificates representing the Shares, duly endorsed Intentionally omitted. (ii) a certified copy by the Secretary of the board of managers of Mexico SRL of the stock registry book of Mexico SRL, reflecting the transfer of the Transferred Interests, and the recordation of Buyers, or Buyers' designee, as holders of the Transferred Interests on the books and records of or pertaining to Mexico SRL, and all of the books and records of or pertaining to Mexico SRL; (iii) an opinion of Minter Ellison, dated the Closing Date, Australian counsel to P▇▇▇▇▇▇, ▇▇ ▇▇▇ form of Exhibit 2.5(a)(iii)-A and an opinion of Basham, Ringe y Correa, S.C., dated the Closing Date, Mexican c▇▇▇▇▇▇ to Parent▇, ▇▇ the form of Exhibit 2.5(a)(iii)-B; (iv) certificates executed by Mexico SRL, each Parent, each Seller and Barbados as to the accuracy of the representations and warranties as provided in Section 8.1(a) and as to compliance with the covenants as provided in Section 8.2(a); (v) a certificate executed by Cinemex as to the accuracy of the representations and warranties as provided in Section 8.1(b) and as to compliance with the covenants as provided in 8.2(b); (vi) certificates of the Secretary of the Board of Directors of Mexico SRL, each Parent, each Seller, Barbados, and each Cinemex Company as to the legal existence of each in their respective Seller jurisdictions of incorporation or organization; and (vii) a duly executed power of attorney letter (proxy letter) from Barbados relating to the Retained Interests in the form of Exhibit 2.5(a)(vii). (b) Buyers (or accompanied by duly executed stock powerstheir designees) for transfer will: (i) pay to Sellers an aggregate amount equal to (x) the product of (A) the Hoyts Percentage and assignment to Purchaser(B) the Closing Cash Notional Payment, minus (y) the Loan Amount; (ii) releases in deliver to Sellers and Barbados a copy of the form of Exhibit 2.4(a)(ii) Loan Agreement executed by Sellers (collectively, "Sellers' Releases")Mexico SRL; (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), deliver to Sellers and Barbados a certificate executed by Sellers (collectively, "Employment Agreements")each Buyer as to the accuracy of the representations and warranties as provided in Section 9.1 and as to performance of the covenants as provided in Section 9.2; and (iv) deliver to Sellers and Barbados, in the case of MAV, a certificate executed of the Secretary (or other Person) of MAV as to the legal existence of MAV in Mexico, and in the case of USAC, a certificate of good standing issued by Sellers representing and warranting to Purchaser that each the Delaware Secretary of Sellers' representations and warranties in this Agreement was accurate in all respects State 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Companya recent date. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, 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 (iii) the Employment Agreements, executed by Purchaser.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Seller's Releases"); (iii) an employment agreement executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Employment Agreement"); (iv) noncompetition agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii2.4(a)(iv), executed by Sellers (collectively, the "Employment Noncompetition Agreements"); and (ivv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i) 433,333 share certificates in the following amount by wire transfer form of Rule 144 of the Securities Act stock of Buyer, which stock shall be registered with the Security Exchange Commission pursuant to account(s) specified by Section 4.6 hereof ("Registered Stock"), and distributed amongst the Sellers in writing: $3,200,000Sellers; (ii) share certificates in the form of Rule 144 of the Securities Act stock of Buyer equal to the balance of the Purchase Price, with such Section 144 stock being valued at $15.00 per share ("Rule 144 Stock"), to be held by the escrow agent referred to in Section 2.4(c); (iii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiiiv) the Employment AgreementsAgreement, executed by PurchaserBuyer. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) (the "Escrow Agreement") with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), for transfer and assignment to PurchaserBuyer; (ii) releases noncompetition agreement and a two year employment letter agreement for a salary of $178,000, plus the Management Incentive Plan bonus and other prerequisites of an executive of Selfix in the form of Exhibit 2.4(a)(ii) 2.5(a)(ii), executed by Sellers (collectively, "Sellers' Releases")Rich▇▇▇ ▇. ▇▇▇▇▇; (iii) employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii2.5(a)(iii), executed by Sellers Leon▇▇▇ ▇. ▇▇▇▇▇ (collectively▇▇ch agreement, together with the noncompetition agreement described in (iv) above, shall be referred to collectively as the "Employment Noncompetition Agreements"); and (iv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellersdeliver: (i) to Sellers promissory notes in the form of Exhibit 2.5(b) in the following amount by wire transfer to account(s) specified by the Sellers in writingamounts: Leon▇▇▇ ▇. ▇▇▇▇▇ $ Rich▇▇▇ ▇. ▇▇▇▇▇ $ Lawr▇▇▇▇ ▇. ▇▇▇a $ Mich▇▇▇ ▇. ▇▇▇a $ Barb▇▇▇ ▇. ▇▇▇a $3,200,000; (ii) to Sellers a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iii) to Rich▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Leon▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Noncompetition Agreements and a two year employment agreement for a salary of $178,000, plus the Employment Agreements, Management Incentive Plan bonus and other prerequisites of an executive employee of Selfix executed by PurchaserBuyer; and (iv) to the escrow agent referred to in the Escrow Agreement, the sum of $100,000. (c) Buyer and Sellers will enter into the Escrow Agreement described in Section 10.3. (d) Buyer intends to make a Section 338(h)(10) election pursuant to the Internal Revenue Code in connection with the Contemplated Transactions. Sellers agree to cooperate with Buyer in making such election, including filing, and causing the Company to file, any necessary elections with the Internal Revenue Service. In that regard, each of the Sellers agree to execute a power of attorney in the form of Exhibit 2.5

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, Shares duly endorsed by the respective Seller (in blank for transfer or accompanied by presented with stock powers duly executed stock powers) for in blank, with such signature guarantees and such other documents as may be reasonably required by Buyer to effect a valid transfer and assignment to Purchaserof the Shares; (ii) releases in the form of Exhibit EXHIBIT 2.4(a)(ii) executed by Sellers each Seller, and by each Related Person of either Seller who was on the payroll of any Acquired Company during 1998 or 1999 or 2000, of all claims which any of them have against either Acquired Company (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); and (iv) a certificate executed by Sellers each Seller representing and warranting to Purchaser Buyer that 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (iv) a "transferor's certificate of non-foreign status" within the meaning of Section 1445(b)(2) of the IRC in the form of EXHIBIT 2.4(a)(iv), executed by each Seller; (v) certificates of good standing and foreign qualification for each Acquired Company from each jurisdiction listed on EXHIBIT 2.4(a)(v); (vi) the written Consents resignations of any Related Person employed by any Acquired Company, all of the directors of each Acquired Company and of such officers of each Acquired Company as may be requested by Buyer at least five days prior to the Closing, such resignations to be effective at the Closing; (vii) an opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(a)(vii); (viii) a lease agreement, in the form of EXHIBIT 2.4(a)(viii), between Sellers (or their affiliates) as lessor and the Buyer (or its designee) as lessee (the "Lease Agreement"); (ix) evidence of termination of all lease agreements existing immediately prior to the Closing between any Seller or any Related Person of any Seller or any of their respective affiliates (collectively, "Lessors" and individually, a "Lessor"), on the one hand, and any Acquired Company on the other hand, and releases in the form of EXHIBIT 2.4(a)(ix) from each Lessor to the respective lessees under such leases. (x) consent and estoppel certificate executed on behalf of ▇▇▇▇▇▇▇▇ Properties, Inc., as landlord for office space at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, dated as of a date not more than five days prior to the Closing Date. (xi) Organizational Documents of each Acquired Company certified by (i) the Secretary of State of each of their respective jurisdictions of incorporation, dated as of a date not more than five (5) days prior to the Closing (in the case of the certificate or articles of incorporation) and (ii) by the Secretary of the respective Acquired Company (in the case of the bylaws), dated the Closing Date; (xii) the minute books, books of account and stock record books and other records in existence of each of the Company's Investors listed Acquired Companies; (xiii) a certificate executed by Sellers setting forth the aggregate amount of Cash Withdrawals in Schedule 3.27(ceach of 1997, 1998, 1999 and 2000 through the Closing Date, together with a supporting schedule reasonably acceptable to Buyer indicating when each individual Cash Withdrawal was made, the recipient of such Cash Withdrawal and the nature of such Cash Withdrawal; (xiv) written consent of Sellers (the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting "Gottbetter Consent") to the purchase consulting agreement dated as of August 3, 2000, between Courier Corporation and sale contemplated by this Agreement▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the Sellers' and Acquired Companies' accountant; and (vixv) evidence such other documents as Buyer may reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Companyrequest. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000Estimated Purchase Price; (ii) the Lease Agreement; (iii) an opinion of ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(B)(III); (iv) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer's 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; and (iiiv) the Employment Agreements, executed by Purchasersuch other documents as Sellers may reasonably request.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) confidentiality and nonsolicitation agreements in the form of Exhibit 2.4(a)(iv), executed by all of the non-shareholder employees of the Company (collectively, the "Nonsolicitation Agreements"); and (ivv) a certificate executed by Sellers Rowe representing and warranting a▇▇ ▇arranting to Purchaser 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount amounts by wire transfer bank cashier's or certified check payable to account(sthe order of Rowe, Romagnoli, Cassidy and Monica ▇▇▇▇▇▇▇ively: One Mil▇▇▇▇ ▇ive Hundred Four Thousand, One Hundred Eighty-Six Dollars ($1,504,186) specified by the Sellers in writing: to Rowe; Twenty Nine T▇▇▇▇and Three Hundred Two Dollars ($3,200,000;29,302) to Romagnoli, Twenty N▇▇▇ ▇▇▇▇▇and Three Hundred Two Dollars ($29,302) to Cassidy; and Fifty-▇▇▇▇▇ ▇housand Six Hundred Five Dollars ($58,605) to Monica. (ii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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; (iii) the Employment Agreements, executed by PurchaserBuyer; and (iv) a Lease Guaranty in the form as attached hereto as Exhibit 2.4(b)(iv).

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), for transfer and assignment to PurchaserBuyer; (ii) releases a consulting agreement in the form of Exhibit 2.4(a)(ii) ), executed by Sellers Seller (collectively, "Sellers' ReleasesConsulting Agreement"); (iii) employment agreements containing noncompetition covenants the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); andSeller; (iv) a certificate executed by Sellers Seller representing and warranting to Purchaser Buyer that each of Sellers' Seller's 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 Date(giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers Seller to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5);; and (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company a registration rights agreement (the "Line of CreditRegistration Rights Agreement") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty in the form of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company.Exhibit 2.4(a)(v); (b) Purchaser Buyer will deliver to SellersSeller: (i) the following amount Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately available funds to account(s) the account specified by Seller less any amounts paid to Seller under the Sellers in writing: $3,200,000Escrow Agreement; (ii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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; (iii) the Employment AgreementsConsulting Agreement, executed by PurchaserBuyer; (iv) the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by Buyer.

Closing Obligations. At the Closing: (a) A. Sellers will deliver to PurchaserBuyer: (i) certificates Certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyer; (ii) releases Releases in the form of Exhibit 2.4(a)(ii) EXHIBIT E executed by Sellers --------- (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants Employment Agreement in the form of Exhibit 2.4(a)(iii)EXHIBIT F, executed by Sellers --------- Black (collectively, the "Employment AgreementsRestrictive Covenant Agreement"); and; (iv) a Restrictive Covenant Agreements in the form of EXHIBIT G and --------- EXHIBIT H, executed by Sellers, respectively (collectively, the "Restrictive --------- Covenant Agreements"); (v) Employee Covenants Agreements, executed by ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, respectively, in the forms of EXHIBITS I through P, respectively; ---------- - and (vi) A certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5.); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser B. Buyer will deliver to Sellers: (i) the The following amount amounts by wire transfer to account(s) accounts specified by Black and ▇▇▇▇▇▇▇▇, respectively, which amounts represent the relative ownership (ninety-one percent (91%) versus nine percent (9%)) which the Sellers in writinghave with respect to the Shares: $3,200,0004,914,000.00 to Black and $486,000.00 to ▇▇▇▇▇▇▇▇ as their respective proportion of the $6,000,000.00; and $257,927.00 to Black and $25,509.00 to ▇▇▇▇▇▇▇▇ as an estimate of their proportion of the Adjustment Amount; (ii) a The Warrant Agreements and the Registration Rights Agreements; (iii) The sum of $600,000.00 to the Escrow Agent referred to in Section 2.4.C. by wire transfer; (iv) A certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiiv) the The Employment AgreementsAgreement, executed by PurchaserBuyer. C. Buyer and Sellers will enter into an escrow agreement having a term of one (1) year in the form of EXHIBIT Q (the "Escrow Agreement") with --------- SunTrust Bank, Atlanta (the "Escrow Agent").

Closing Obligations. At On the ClosingClosing Dates: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) , for transfer and assignment to Purchaser;Buyer: (ii) releases the Consultant Contract executed by Sellers in the form of Exhibit 2.4(a)(iiEXHIBIT 2.4 (a)(ii) executed by Sellers attached hereto (collectively, the "Sellers' ReleasesConsultant Contract"); (iii) employment agreements containing noncompetition covenants the Employment Agreement executed by Johnson in the form of Exhibit 2.4(a)(iii), executed by Sellers EXHIBIT 2.4 (collectively, a)(III) attached hereto (the "Employment AgreementsJohn▇▇▇ ▇▇▇loyment Agreement"); and; (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Purchaser 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 Dates as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyDates. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount by Cash Consideration according to Sellers' wire transfer to account(s) specified instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Sellers in writing: $3,200,000Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, that each of PurchaserBuyer'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 Dates as if made on the Closing Date; and (iii) the Employment Agreements, executed by PurchaserDates.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) an employment agreement executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Employment Agreement"); (iv) noncompetition agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii2.4(a)(iv), executed by Sellers (collectively, the "Employment Noncompetition Agreements"); and (ivv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i) 433,333 share certificates in the following amount by wire transfer form of Rule 144 of the Securities Act stock of Buyer, which stock shall be registered with the Security Exchange Commission pursuant to account(s) specified by Section 4.6 hereof ("Registered Stock"), and distributed amongst the Sellers in writing: $3,200,000Sellers; (ii) share certificates in the form of Rule 144 of the Securities Act stock of Buyer equal to the balance of the Purchase Price, with such Section 144 stock being valued at $15.00 per share ("Rule 144 Stock"),to be held by the escrow agent referred to in Section 2.4(c); (iii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiiiv) the Employment AgreementsAgreement, executed by PurchaserBuyer. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) (the "Escrow Agreement") with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to PurchaserBuyer: (i) certificates a certificate representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), for transfer and assignment to PurchaserBuyer; (ii) releases release in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller (collectively, "Sellers' Releases"“Seller’s Release”); (iii) employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii), executed by Sellers Seller (collectively, "“Employment Agreements"Agreement”); and; (iv) a certificate executed by Sellers Seller representing and warranting to Purchaser Buyer that each of Sellers' 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 Sellers to Purchaser prior to the Closing Date in accordance with Section 5.5)Agreement; (v) any evidence satisfactory to Buyer from the written Consents of each Company’s lenders and any other lenders that all long term and secured debt of the Company's Investors listed Acquired Companies has been paid in Schedule 3.27(c) full, that all the assets of the Disclosure Letter, Acquired Companies are free and clear from all; (vi) non-competition agreement in the form of each agency or instrumentality listed in Schedule 3.14 Exhibit 2.4(a)(vi) executed by Seller (“Non-Competition Agreement”); (vii) an opinion of the Disclosure Letter, consenting to Onebane Law Firm in the purchase and sale contemplated by this Agreementform of Exhibit 2.4(a)(viii); and (viviii) evidence reasonably satisfactory to an Act of Sale evidencing the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty sale of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior Interests to the Closing Date from monies of the CompanyBuyer. (b) Purchaser Buyer will deliver to SellersSeller: (i) the following amount of $20,196,193.50 by wire transfer to account(s) the account specified by the Sellers in writing: $3,200,000Seller; (ii) evidence of payment to Regions Bank as of the date hereof of the Acquired Company’s line of credit not to exceed $9,587,617.40; (iii) a total of 246,761 shares of common stock, $.01 par value of AC Stock. At Closing, Buyer will provide Seller with copies of the A▇▇▇▇-▇▇▇▇▇▇▇▇’ instruction letter to its transfer agent in connection with the issuance of AC Stock. The AC Stock issued to Seller will be “restricted securities” as defined under the Securities Act; (iv) a certificate executed by Purchaser Buyer and A▇▇▇▇-▇▇▇▇▇▇▇▇ to the effect that, except as otherwise stated in such certificate, each of Purchaser's Buyer’s and A▇▇▇▇-▇▇▇▇▇▇▇▇’ 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 Agreement; (v) the Closing Date as if made on the Closing DateEmployment Agreement, executed by Buyer; and (iiivi) the Employment Agreements, executed by PurchaserNon-Competition Agreement.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to PurchaserBuyer; (ii) releases an employment agreement in substantially the form of Exhibit 2.4(a)(ii) ), executed by Sellers H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. (collectively, the "Sellers' ReleasesEmployment Agreement"); (iii) employment agreements containing a noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii), executed by Sellers H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. (collectively, the "Employment AgreementsNoncompetition Agreement"); (iv) the original Shareholder Notes marked "superceded and replaced"; (v) a ten (10) year lease for the facility at which the Company currently operates in substantially the form of Exhibit 2.4(a)(v) (the "Facility Lease") executed by the owners of such property; and (ivvi) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyDate. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount $1,500,000 by wire transfer to account(s) accounts specified by the Sellers in writing: $3,200,000Sellers; (ii) promissory notes payable to Sellers in the aggregate principal amount of $193,000 in the form of Exhibit 2.4(b)(ii)(A) (the "Promissory Notes"), which will be personally guaranteed by ▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to guaranty agreements in the form of Exhibit 2.4(b)(ii)(B) (the "Guaranties"); (iii) stock purchase warrants in the aggregate amount of $2,000,000 issued to Sellers in the form of Exhibit 2.4 (b)(iii) executed by Buyer and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Stock Purchase Warrant"); (iv) promissory notes payable to H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. and the H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. Trust in the principal amounts of $607,000 and $1,200,000, respectively, and which will be in the form of Exhibit 2.4(b)(iv) (the "Replacement Notes"), which will be personally guaranteed by ▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to guaranty agreements in the form of Exhibit 2.4(b)(ii)(B); (v) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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; (vi) the Employment Agreements executed by Buyer; and (iiivii) the Employment Agreements, Facility Lease executed by PurchaserPremier, which will be personally guaranteed by ▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to a guaranty agreement in the form of Exhibit 2.4(b)(vii)(A) and guaranteed by Buyer pursuant to a guaranty agreement in the form of Exhibit 2.4(b)(vii)(B).

Closing Obligations. At the Closing: (a) Sellers Seller or the Parent Entity, as applicable, will deliver or cause to Purchaserbe delivered to Buyer: (i) certificates representing the Sharessuch bills of sale, duly endorsed endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the respective Seller (or accompanied by duly executed stock powers) for transfer Buyer and assignment its counsel and as shall be effective to Purchaser;vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) releases the Intellectual Property Assignment in the form of attached hereto as Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases");. ------------------ (iii) employment agreements containing noncompetition covenants separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form of attached hereto as --------------------- Exhibit 2.4(a)(iii), executed by Sellers 2.4(a)(iii)-2 (collectively, the "Employment Agreements"); and--------------------- (iv) the Non-Competition Agreement in the form attached hereto as Exhibit 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Sellers Seller and the Parent Entity representing and warranting to Purchaser Buyer that each of Sellers' Seller's and the Parent Entity's 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 Purchaser prior to the "Seller's Closing Date in accordance with Section 5.5Certificate"); (vvi) opinion(s) of counsel, dated the written Consents Closing Date, in the form of each Exhibit 2.4(a)(vi); and ------------------ (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyContemplated Transactions. (b) Purchaser Buyer will deliver to Sellers:the Seller (or to such other Persons designated below): (i) the following amount by wire transfer to account(scash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) specified by the Sellers in writing: $3,200,000and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Purchaser Buyer representing and warranting to the effect that, except as otherwise stated in such certificate, Seller and the Parent Entity that each of PurchaserBuyer's 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; andDate (the "Buyer's Closing Certificate"). (iiiiv) opinion(s) of counsel, dated the Employment AgreementsClosing Date, executed in the form of Exhibit 2.4(b)(iv); and ------------------ (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by PurchaserBuyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer to Buyer and assignment to Purchaserin the case of EAG and EIL duly executed transfers of the EAG Shares, the EIL Shares and the shares of their Subsidiaries; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants resignations of any Persons who are not Acquired Companies Employees from any positions held as directors or officers of the Acquired Companies and in the form case of Exhibit 2.4(a)(iii), executed any directors or officers of EAG or EIL acknowledging by Sellers (collectively, "Employment Agreements")deed that such Person has no claim against the Acquired Companies whether for loss of office or otherwise; and (iv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5);; and (v) a Tax Deed in the written Consents form of each of the Company's Investors listed in Schedule 3.27(cExhibit 2.4(a)(v) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of CreditTax Deed") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company). (b) Purchaser Buyer will deliver to Sellers: (i) a bank cashier's or certified check payable to the following amount order of or by wire transfer to account(s) an account specified by PPDUK in the Sellers in writing: amount of $3,200,000;1,431,148.00 (One Million Four Hundred Thirty One Thousand One Hundred Forty Eight Dollars). (ii) (1) a certificate executed by Purchaser promissory note payable to ABI in the effect that, except as otherwise stated principal amount of $18,000,000.00 (Eighteen Million Dollars) and in such certificate, each the form of Purchaser's representations and warranties in this Agreement was accurate in all respects as of Exhibit 2.4(b)(ii)(1) (the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by Purchaser."Promissory Note");

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers W▇▇▇▇▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ (collectively, "Employment Agreements"); and (iv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount amounts by wire transfer to account(s) accounts specified by the Sellers in writingB▇▇▇▇▇▇▇▇ and W▇▇▇▇▇▇▇▇▇▇ Co., respectively: $3,200,0001,125,000.00 to B▇▇▇▇▇▇▇▇, and $3,375,000.00 to W▇▇▇▇▇▇▇▇▇▇ Co.; (ii) promissory notes payable to W▇▇▇▇▇▇▇▇▇▇ Co. and B▇▇▇▇▇▇▇▇ in the respective principal amounts of $262,500.00 and $87,500.00 in the form of Exhibit 2.4(b) (the "Promissory Notes"); (iii) the sum of $37,500.00 payable to B▇▇▇▇▇▇▇▇ via wire transfer to account specified by B▇▇▇▇▇▇▇▇ as a non-competition payment at Closing, and $112,500.00 payable to W▇▇▇▇▇▇▇▇▇▇ via wire transfer to account specified by W▇▇▇▇▇▇▇▇▇▇ as a non-competition payment at Closing; (iv) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, that each of PurchaserBuyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement Agreement; (v) the Employment Agreements the terms of which have been negotiated by W▇▇▇▇▇▇▇▇▇▇, B▇▇▇▇▇▇▇▇ and is accurate in all respects as of the Closing Date as if made on the Closing DateBuyer, and executed by Buyer; and (vi) a total of $1,000,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average Closing price for the Common Stock on the American Stock Exchange for the ten (10) trading days immediately prior to the Closing. The shares of Common Stock shall be allocated to W▇▇▇▇▇▇▇▇▇▇ 75% of the Shares and 25% to B▇▇▇▇▇▇▇▇ and will be issued to said Sellers by the Buyer's transfer agent within two weeks following the Closing. At Closing, W▇▇▇▇▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ will be provided copies of the Company's instruction letter to its transfer agent, Continental Stock Transfer and Trust Company. (c) Buyer hereby confirms that it shall cause the Company to continue to employ each employee listed in Part 3.20(a) of the Disclosure Letter ("Company Employee") on such terms and conditions as determined by Buyer in its sole discretion, provided, however, W▇▇▇▇▇▇▇▇▇▇'▇ and B▇▇▇▇▇▇▇▇' employment with the Company will be in accordance with their respective Employment Agreements in Section 2.4(a)(iii) hereof. (d) The Company Employees shall be provided medical insurance, access to a 401(k) plan and other benefits that Buyer's employees in other subsidiaries maintain upon the Closing. Service with the Company prior to Closing for Company Employees shall be counted, considered and aggregated with service to Buyer for purposes of eligibility and vesting under such plans. (e) Buyer hereby recognizes that the Qualified Profit Sharing Plan of the Company was terminated effective March 31, 2005 and acknowledges and agrees that: (i) steps to carry out of the termination of the Qualified Profit Sharing Plan and the liquidation of the related trust shall be taken as soon as administratively feasible by Sellers at their expense, such to include the distribution of participant accounts in accordance with applicable Plan provisions; (ii) the Company shall be permitted to make any disclosed employer contributions into the Qualified Profit Sharing Plan on account of the plan year ended March 31, 2005; and (iii) the Employment Agreementstrustees of the Qualified Profit Sharing Plan and its related trust, executed by Purchaseras of its termination date, shall remain the trustees until the completion of, and remain responsible for the carrying out of, the termination and liquidation steps contemplated under this Section 2.4(e).

Closing Obligations. At the Closing:, (a) The Sellers and the Company will deliver to Purchaserthe Buyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), and notarized, for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) an employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii2.4(a)(iii)(A), executed by Sellers Will▇▇▇ ▇. ▇▇▇▇▇, ▇▇I, and an employment agreement in the form of Exhibit 2.4(a)(iii)(B), executed by Fred ▇. ▇▇▇▇▇▇ (collectively▇▇llectively, the "Employment Agreements"); and; (iv) a certificate separate lease agreements, each in the form of Exhibit 2.4(a)(iv), executed by Sellers representing and warranting Titan Partners with respect to Purchaser that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of Lease Property (collectively, 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 Purchaser prior to the Closing Date in accordance with Section 5.5);"Lease Agreements") and (v) the written Consents various opinions, certificates, instruments and other documents referred to in Article VII of each this Agreement; (vi) certified copies of the articles of incorporation and by-laws of the Company's Investors listed in Schedule 3.27(c; (vii) complete stock books, stock ledgers, minute books and corporate seals of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this AgreementCompany; and (viviii) evidence reasonably satisfactory to the Purchaser that the line resignations of credit from Compass Bank to such officers and directors (form their offices as such) of the Company (as the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance Buyer may be paid prior to the Closing Date from monies of the Companyrequest. (b) Purchaser Buyer will deliver to Sellers: (i) $4,500,000 (the following amount "Cash Payment"), in immediately available funds by wire transfer to account(s) specified account of the Sellers, with a bank in Charleston, West Virginia designated by the Sellers in writing: $3,200,000Sellers, by notice to the Buyer, not later than two (2) business days prior to the Closing Date; (ii) the following convertible promissory notes (in the form of Exhibit 2.4(b)(ii)) (each a certificate executed by Purchaser "Promissory Note" and together, the "Promissory Notes") of NationsRent, Inc., a Delaware corporation and the parent corporation of the Buyer, which Promissory Notes will bear interest at the rate of 6.5% per annum (subject to a certain conversion period adjustment) and be subordinate to the effect thatSenior Indebtedness: (A) $387,096 Promissory Note payable to Will▇▇▇ ▇. ▇▇▇▇▇, except as otherwise stated in such certificate▇▇I, each of Purchaser's representations (B) $241,935 Promissory Note payable to Byro▇ ▇. ▇▇▇▇▇, (C) $193,549 Promissory Note payable to Kent ▇. ▇▇▇▇▇▇▇▇, (D) $193,549 Promissory Note payable to Robe▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., (E) $193,549 Promissory Note payable to Fred ▇. ▇▇▇▇▇▇, (F) $96,774 Promissory Note payable to Samu▇▇ ▇▇▇▇▇▇, (G) $96,774 Promissory Note payable to Robe▇▇ ▇▇▇ers, 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(H) $96,774 Promissory Note payable to Andr▇▇ ▇▇▇▇▇▇; (iii) the Employment Agreements, executed by PurchaserBuyer; (iv) the Lease Agreements, executed by Buyer; and (v) the various opinions, certificates, instruments and other documents referred to in Article VIII of this Agreement.

Closing Obligations. At the Closing: (a) Sellers will Seller shall deliver to Purchaser: (i) certificates representing the Shares▇▇▇▇ of Sale, duly endorsed executed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to PurchaserSeller; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); and (iv) a certificate executed by Sellers Seller representing and warranting to Purchaser that each of Sellers' the representations and warranties of Seller 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 Memorandum that were delivered by Sellers Seller to Purchaser prior to the Closing Date in accordance with Section 5.56.5); (viii) such other documents as Purchaser may reasonably request for the written Consents purpose of each (A) evidencing the accuracy of any of Seller’s representations and warranties, (B) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by it, (C) evidencing the satisfaction of any condition referred to in Article 8, or (D) otherwise facilitating the consummation or performance of any of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyContemplated Transactions. (b) Purchaser will deliver to Sellersshall deliver: (i) A stock certificate(s) representing 12,222,222 shares of the following amount Stock in the name of Seller, or as designated by wire Seller, and evidence of direction and authority given to Purchaser’s transfer agent to account(s) specified by issue a certificate in the Sellers in writing: $3,200,000name of Seller for such additional shares of the Stock as may be required to be issued pursuant to Section 2.4.; (ii) the ▇▇▇▇ of Sale duly executed by Purchaser; (iii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, that each of Purchaser's ’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 (iiiiv) such other documents as Seller may reasonably request for the Employment Agreementspurpose of (A) evidencing the accuracy of any representation or warranty of Purchaser, executed (B) evidencing the 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 take all action necessary or appropriate to put Purchaser in actual possession and operating control of the Assets.

Closing Obligations. At the Closing: (a) Sellers will Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇▇l deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ (collectively▇▇llectively, "Sellers' Sellers Releases"); (iii) employment agreements containing noncompetition covenants a consulting agreement in the form of Exhibit 2.4(a)(iii) (the "Consulting 11 Agreement"), executed by Sellers (collectively, "Employment Agreements"); andRay; (iv) a lease agreement in the form of Exhibit 2.4(a)(iv), executed by the owner(s) thereof with respect to each of the properties, and on the terms, described in Schedule 2.4(a)(iv) (collectively, the "Leases"); (v) a certificate executed by Sellers representing Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇▇resenting and warranting to Purchaser Buyer that each of Sellers' the representations and warranties in of Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, and Bruc▇ ▇▇ this Agreement (as supplemented pursuant to Section 5.5) 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 Schedule that were delivered by Sellers to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) 5.5 and the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale transactions contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanySection 5.2 hereof). (b) Purchaser Buyer will deliver to Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇: (i) the following amount $31,500,000 by wire transfer to account(s) an account specified by the Sellers in writing: $3,200,000Sellers; (ii) a convertible promissory note subordinated to the Senior Indebtedness payable to Sellers in the principal amount of $10,000,000.00 in the form of Exhibit 2.4(b)(ii), executed by Buyer; (iii) a registration rights agreement in the form of Exhibit 2.4(b)(iv), executed by Buyer; (iv) a warrant agreement in the form of Exhibit 2.4(b)(v), executed by Buyer; (v) an Employment Agreement with Lloy▇ ▇▇▇▇▇ ▇▇ the form of Exhibit 2.4(c), executed by Buyer (subject to Mr. ▇▇▇▇▇'▇ ▇▇▇sent to the terms and conditions thereof) (such Employment Agreement and the Rate▇▇▇▇ ▇▇▇loyment Agreement (if applicable pursuant to Section 2.4(b)(vi) below) are referred to herein together as the "Employment Agreement)"; (vi) an Employment Agreement with Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ the form of Exhibit 2.4(b)(vi) hereto, executed by Buyer; provided, however, that in the event that Mr. ▇▇▇▇▇▇▇▇ ▇▇▇uses to execute and deliver to Buyer such an agreement on or before the Closing, Buyer, in lieu of executing and delivering said agreement, shall after the Closing pay Mr. ▇▇▇▇▇▇▇▇ $▇,500,000 in accordance with and pursuant to the terms of Section 3.3 of said form of agreement in full satisfaction of Buyer's obligations under this Section 2.4(b)(vi); (vii) the Leases, executed by Buyer; and 12 (viii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, that each of PurchaserBuyer'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. (iiic) The parties mutally agree to encourage Lloy▇ ▇▇▇▇▇ ▇▇ execute and deliver an employment agreement in the Employment Agreements, executed by Purchaserform of Exhibit 2.4(c).

Closing Obligations. At the Closing:: ------------------- (a) Sellers The Stockholders will deliver to PurchaserWMT: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserWMT; (ii) releases an employment agreement in substantially the form of Exhibit 2.4(a)(ii) C-1 attached hereto, executed by Sellers Carlton ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, and, if such are executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, employment agreements in substantially the forms of Exhibits C-2, C-3 and C-4, respectively attached hereto (collectively, the "Sellers' ReleasesEmployment Agreements"); (iii) employment noncompetition agreements containing noncompetition covenants in substantially the forms of Exhibits D and E attached hereto, executed by Stockholder 1 and ▇▇▇ with respect to Exhibit D, and Stockholder 2 with respect to Exhibit E (collectively, the "Noncompetition Agreements"); (iv) the ▇▇▇ Agreement in substantially the form of Exhibit 2.4(a)(iii)F attached hereto, executed by Sellers ▇▇▇ (collectively, the "Employment Agreements▇▇▇ Agreement"); and (iv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents Registration Rights Agreement, in substantially the form of each of Exhibit G attached hereto, executed by Stockholder 2 (the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this "Registration Rights Agreement"); and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser the Company and by each of the Stockholders representing and warranting to the effect WMT that, except as otherwise stated in such certificate, each of Purchaserthe Company's and the Stockholders' 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 (b) WMT will deliver to the Stockholders: (i) the Estimated Cash Payment as provided in Section 2.2(b); (ii) a certificate representing the 510,714 WMT Shares to Stockholder 2; (iii) a certificate executed by WMT to the Stockholders to the effect that, except as otherwise stated in such certificate, each of WMT'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; (iv) the Employment Agreements, executed by PurchaserWMT; (v) the ▇▇▇ Agreement, executed by WMT; (vi) the Registration Rights Agreement, executed by WMT; and (vii) the Noncompetition Agreements, executed by WMT.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) Exhibits 2.4(a)(ii)-1 and 2.4(a)(ii)-2 executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in a certificate, executed on behalf of the form of Exhibit 2.4(a)(iiiSellers by the Company's President and Chief Executive Officer and the Company's chief accounting officer (which they shall have discussed with PricewaterhouseCoopers, LLP with respect to compliance with GAAP, consistently applied), executed and approved by Sellers Buyer (collectivelywhich approval shall not be unreasonably withheld or delayed), "Employment Agreements"); andsetting forth, with reasonably detailed supporting calculations, the Company's estimated consolidated net worth and the Adjustment Amount as of the Closing Date. (iv) a certificate executed by Sellers representing and warranting (subject to Purchaser the limitation of liability and remedies set forth in Section 10) 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 (except for changes provided for herein 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i) $16,000,000 less the following amount by which $5,600,000 exceeds the Company's estimated Adjustment Amount, as calculated in the certificate delivered pursuant to Section 2.4(a)(iii), payable to each of Sellers in the proportions set forth in Exhibit 2.4(b)(i) by wire transfer to account(s) accounts specified by each of the Sellers Sellers. (ii) the sum of $1,000,000 to the escrow agent referred to in writing: $3,200,000Section 2.4(c) by wire transfer to an account specified by said escrow agent; (iiiii) the sum of $875,000 to Lukins & Annis, P.S. to be h▇▇▇ ▇▇ tr▇▇▇ ▇▇▇▇▇▇▇t to the agreement set forth in Exhibit 2.4(b)(iii) for distribution in accordance with the procedures set forth in Section 2.6. (iv) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiic) Buyer and Sellers will enter into an escrow agreement at Closing in the Employment Agreementsform of Exhibit 2.4(c) (the "Escrow Agreement") with First Union National Bank. (d) Title to the Shares held in the Shareholder IRAs is in the name of custodians, executed which hold title thereto for the benefit of the Persons executing this Agreement for such Shareholder IRAs. Each of said Persons agrees to take all actions as may be necessary to cause their custodian to execute stock powers to convey to Buyer at Closing the Shares held in such Person's Shareholder IRA. (e) Company will hav▇ purchased a six (6) year extended reporting period ("tail") endorsement for the existing officers' and directors' liability insurance maintained by Purchaserthe Company, the expense of which shall be included in calculation of the Adjustment Amount.

Closing Obligations. At the Closing: (a) the Sellers will deliver to Purchaserthe Buyer: (i) share certificates representing in respect of all the SharesShares or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), duly endorsed by the respective Seller (or accompanied by together with duly executed stock powers) for transfer and assignment delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to Purchaserthe Buyer; (ii) releases in statements of all the form bank accounts of Exhibit 2.4(a)(iithe Company, showing their balances as at a date not more than two (2) executed by Sellers days before the date of Closing, and a reconciliation (collectively, "Sellers' Releases"made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) employment agreements containing noncompetition covenants powers of attorney in a form acceptable to the Buyer, duly executed by each Seller appointing the Buyer as their attorney to exercise all rights in respect of their Shares pending registration of the transfer of their Shares in the form Company’s register of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); andmembers; (iv) service agreements, each in a certificate form acceptable to the Buyer, duly executed and delivered by Sellers representing the Company and warranting to Purchaser that by each of Sellers' representations the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 Purchaser prior to the Closing Date in accordance with Section 5.5)▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the written Consents of Buyer, duly executed and delivered by the Company and by each of the Company's Investors listed in Schedule 3.27(cfollowing persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, and duly signed by the Sellers; (viii) the resignations of each agency or instrumentality listed in Schedule 3.14 all of the Disclosure Letterdirectors serving on the board of directors of the Company, consenting effective as of the Effective Date, in a form acceptable to the purchase Buyer; (A) all instruments or documents necessary to change the names of the individuals who have access to or are authorised in respect of all bank accounts, other accounts, certificates of deposits, marketable securities, other investments (including Bank Mandate Forms), safe deposit boxes, lock boxes and sale contemplated safes of the Company, if any, (B) to the extent not at the Company premises all keys and combinations to all locks (including building, room, and file cabinet locks) and all safe deposit boxes, lock boxes and safes of the Company, if any, (C) to the extent not at the Company premises all vehicle keys and registration documents, and (D) any filing codes in respect of online filing made by the Company with the Registrar of Companies or any other Governmental Body; (x) a copy of the resolutions duly adopted by the board of directors of the Company authorising the transfer of the Shares in accordance with this Agreement, the resignation of the current directors of the Company and the Company Secretary and the appointment of ▇▇▇▇▇ ▇▇▇▇▇▇ as a director and the Company Secretary and ▇▇▇▇▇▇ ▇▇▇▇▇ as a director; (xi) the statutory and non-statutory registers and books of the Company (including the minute books, register of members and registers of allotments and transfers) in each case duly written up to Closing and the Company’s seal, if any; and (vixii) evidence reasonably satisfactory to the Purchaser Buyer that the line of credit from Compass Bank Company indebtedness to the Company (the "Line of Credit") NatWest has been terminated fully satisfied and that Wils▇▇ ▇▇▇ any liens associated with such indebtedness have been released by said bank from his guaranty released, in each case as of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyDate. (b) Purchaser the Sellers shall pay or shall procure that there shall be paid the amount required to satisfy all of the Indebtedness. (c) the Buyer will deliver to Sellersdeliver: (i) Payment by telegraphic transfer by same day payment in immediately available funds of the following amounts: (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount by wire transfer to account(sbe held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") specified by and (ii) the Sellers sum of US$11,812,500 and £600,000 to the Sellers’ Solicitors’ Client Account (and such payment shall constitute valid discharge of the Buyer’s obligations to pay such sums). The payment of the sums in writing: $3,200,000(i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) a certificate executed by Purchaser to the effect thatSellers, except as otherwise stated in such certificatethe Escrow Account Instruction Letter, each of Purchaser's representations duly executed and warranties in this Agreement was accurate in all respects as of delivered by the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; andBuyer; (iii) the Employment AgreementsDisclosure Letter, executed duly signed by Purchaserthe Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver or cause to Purchaserbe delivered to Buyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyer; (ii) releases a release in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller (collectively, "Sellers' Releases"“Seller’s Release”); (iii) employment employee retention agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers the Key Employees (collectively, "Employment “Retention Agreements"”); and; (iv) a certificate executed by Sellers Seller representing and warranting to Purchaser Buyer that each of Sellers' 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 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 Seller to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents cancellation of each all outstanding options, warrants, or other rights to ownership of the Company's Investors listed in Schedule 3.27(c) of , other than the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this AgreementShares; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to SellersSeller: (i) Seven Million Six Hundred Fifty Thousand Dollars ($7,650,000.00) by bank cashier’s or certified check payable to the following amount order of or by wire transfer to account(s) an account specified by the Sellers in writing: $3,200,000Seller; (ii) a convertible promissory note payable to Seller in the principal amount of up to Ten Million Dollars ($10,000,000.00) in the form of Exhibit 2.4(b) (the “Promissory Note”); (iii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of Purchaser's 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 material respects as of the Closing Date as if made on the Closing Date; and (iiiiv) the Employment Retention Agreements, executed by PurchaserBuyer.

Closing Obligations. At the Closing: (a) Sellers The Shareholder will deliver to PurchaserTGI: (i) certificates representing the Shareshis shares of Company Common Stock, duly endorsed by the respective Seller for transfer to TGI (or accompanied by duly executed stock powers) for transfer and assignment to Purchaser); (ii) releases and resignations from the officers and directors of the Company duly executed by such parties; (iii) a noncompetition agreement in the form of Exhibit 2.4(a)(ii) "B," executed by Sellers the Shareholder (collectively, the "Sellers' ReleasesNoncompetition Agreement"); (iiiiv) an employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii), "C," executed by Sellers the Shareholder (collectively, the "Employment AgreementsAgreement"); and (iv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) a subscription agreement for the written Consents shares of each TGI Common Stock to be issued in the Merger in the form of Exhibit "D" (the "Subscription Agreement"); (vi) a promissory note in the amount of $175,000 in the form of Exhibit "E" executed by the Shareholder and secured by a pledge of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting TGI Common Stock issued to the purchase and sale contemplated Shareholder in connection herewith (the "Shareholder's Promissory Note") in consideration of a loan by this AgreementTGI to the Shareholder in the amount of $175,000; and (vivii) evidence reasonably satisfactory to an escrow agreement in the Purchaser that form of Exhibit "F," executed by the line of credit from Compass Bank to the Company Shareholder (the "Line of CreditEscrow Agreement") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company). (b) Purchaser TGI will deliver to Sellersthe Shareholder: (i) a share certificate representing the following amount by wire transfer to account(s) specified by TGI Common Stock issued in the Sellers Merger in writing: $3,200,000the name of the Shareholder; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, 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 DateEmployment Agreement; and (iii) the Employment Agreements, executed by Purchaserface amount of the Shareholder's Promissory Note in cash.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) MPW Management Services for transfer and assignment to PurchaserBuyer Sub; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); and (iv) a certificate executed by the Chief Executive or Chief Financial Officer of each of Sellers representing and warranting to Purchaser that the effect that, except as otherwise stated in such certificate, 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 Date; (giving full effect to any supplements to iii) an opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇bstantially in the Disclosure Letter that were delivered by Sellers to Purchaser prior to form of EXHIBIT C attached hereto; (iv) an employment agreement between the Closing Date in accordance with Section 5.5)Company and Dean ▇▇▇▇▇▇; (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting fully executed counterparts to the purchase Nashville Lease and, if the required Consents have been obtained, the Rochester Hills License; (vi) documentary evidence, in a form satisfactory to Buyer, that Sellers have obtained all consents and sale contemplated by waivers of third-parties listed on SCHEDULES 3.2(c) to this Agreement; and (vivii) evidence reasonably satisfactory to the Purchaser that the line resignation of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty each director of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyAcquired Companies. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount Estimated Purchase Price by wire transfer of immediately available funds to account(s) an account or accounts specified by the Sellers in writing: $3,200,000Group; (ii) a certificate executed by Purchaser the Chief Executive or Chief Financial Officer of each of Parent and Buyer Sub to the effect that, except as otherwise stated in such certificate, each of PurchaserParent's and Buyer Sub's respective representations and warranties in this Agreement was were accurate in all respects as of the date of this Agreement and is are accurate in all respects as of the Closing Date as if made on the Closing Date; (iii) documentary evidence, in a form satisfactory to Sellers, that Buyer has obtained all consents and waivers of third-parties listed on SCHEDULE 4.2(c) to this Agreement; and (iiiiv) fully executed counterparts to the Employment AgreementsNashville Lease and, executed by Purchaserif the required Consents have been obtained, the Rochester Hills License.

Closing Obligations. At the Closing: (a) Sellers The Shareholder will deliver to PurchaserTGI: (i) certificates representing the Sharesher shares of Company Common Stock, duly endorsed by the respective Seller for transfer to TGI (or accompanied by duly executed stock powers) for transfer and assignment to Purchaser); (ii) releases and resignations from the officers and directors of the Company duly executed by such parties; (iii) a noncompetition agreement in the form of Exhibit 2.4(a)(ii) "B," executed by Sellers the Shareholder (collectively, the "Sellers' ReleasesNoncompetition Agreement"); (iiiiv) employment agreements containing noncompetition covenants an escrow agreement in the form of Exhibit 2.4(a)(iii), "C," executed by Sellers the Shareholder (collectively, the "Employment AgreementsEscrow Agreement"); and (iv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) a subscription agreement for the written Consents shares of each TGI Common Stock to be issued in the Merger in the form of Exhibit "D" (the Company's Investors listed "Subscription Agreement"); (vi) a promissory note in Schedule 3.27(c) the amount of $300,000 in the Disclosure Letterform of Exhibit "E," executed by the Shareholder, guaranteed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and secured by a pledge of each agency or instrumentality listed in Schedule 3.14 of the Disclosure LetterTGI Common Stock, consenting issued to the purchase and sale contemplated Shareholder in connection herewith (the "Shareholder's Promissory Note") in consideration of a loan by this AgreementTGI to the Shareholder in the amount of $300,000; and (vivii) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company an unconditional guarantee (the "Line of CreditGuarantee") has been terminated and that Wilsof the $200,000 Promissory Note of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may to TGI in a form to be paid prior to the Closing Date from monies of the Companyagreed upon. (b) Purchaser TGI will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by Shareholder a share certificate representing the Sellers TGI Common Stock issued in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated Merger in such certificate, each of Purchaser's representations and warranties in this Agreement was accurate in all respects as the name of the date of this Agreement Shareholder, and is accurate in all respects as the face amount of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by PurchaserShareholder's Promissory Note in cash.

Closing Obligations. At the Closing 1.3.1. Seller will deliver or cause to be delivered to Buyer: (a) Sellers will deliver to Purchaser: (i) 1.3.1.1. A certificate or certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for the transfer from Seller to Buyer of good and assignment marketable title to Purchaserthe Shares, free and clear of all Liens; (ii) releases 1.3.1.2. The Escrow Agreement, duly executed by the Seller; 1.3.1.3. Certificates of Incorporation, certified within 30 days of the Closing Date by the Secretary of State of Delaware and Nevada, of the H▇▇▇▇▇ Companies, and of Chartwell, respectively; 1.3.1.4. Certificates of Good Standing dated within 30 days of the Closing Date issued by the Secretary of State of Delaware and Nevada of the H▇▇▇▇▇ Companies and Chartwell, respectively, and of each state in which the H▇▇▇▇▇ Companies are qualified as a foreign corporation evidencing the corporate standing of each such corporation in such state; 1.3.1.5. A certificate of the Secretary of the Seller substantially in the form of Exhibit 2.4(a)(ii) B; 1.3.1.6. Consents from third parties, including any governmental entity, landlord or other person material to the Business and necessary, in the reasonable opinion of Buyer, for the consummation by Seller of the transactions contemplated hereby; 1.3.1.7. Resignations of and releases of liability from the officers and directors of the H▇▇▇▇▇ Companies; 1.3.1.8. Written wire transfer instructions for payment of the Closing Payment; 1.3.1.9. All other documents and instruments reasonably requested by Buyer in connection with the consummation of these transactions. 1.3.2. Buyer will deliver to Seller: 1.3.2.1. the Closing Payment by wire transfer of immediately available funds to the account specified in writing by Seller to Buyer; 1.3.2.2. the Escrow Agreement duly executed by Sellers (collectively, "Sellers' Releases")Buyer and the Escrow Agent; (iii) employment agreements containing noncompetition covenants 1.3.2.3. consents from third parties, including any governmental entity, landlord or other person material to the Business and necessary, in the reasonable opinion of Seller, for the consummation by Buyer of the transactions contemplated hereby; 1.3.2.4. a certificate of the Secretary of the Buyer substantially in the form of Exhibit 2.4(a)(iii)C ; 1.3.2.5. evidence that Chartwell has been removed as guarantor from loans and leases with TLA, executed Mariners Bank, FCC Equipment Finance, Arista Lending, Caterpillar Finance and any others related to the Business; 1.3.2.6. written consent from New York and Greenwood Lake Railway Company (“Greenwood”) to the assignment and assumption by Sellers (collectively, "Employment Agreements"); and (iv) a certificate executed by Sellers representing and warranting to Purchaser that each of Sellers' representations and warranties in this Agreement was accurate in all respects as Buyer of the date of this Facility Capacity Agreement by and is accurate in all respects as between HLI and Greenwood and the Railroad Car Loading Agreement by and between HLL and Greenwood; 1.3.2.7. indemnification by the H▇▇▇▇▇ Companies 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each officers and directors of the Company's Investors listed in Schedule 3.27(c) of the Disclosure LetterH▇▇▇▇▇ Companies, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wilsnamely I▇▇▇ ▇▇▇▇▇▇▇ been released by said bank from his guaranty of and P▇▇▇ Biberkraut against any claims against such officers and directors for any acts or omissions during their tenure with the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyH▇▇▇▇▇ Companies. (b) Purchaser will deliver to Sellers: (i) 1.3.2.8. all other documents and instruments reasonably requested by Seller in connection with the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, each consummation 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 (iii) the Employment Agreements, executed by Purchaserthese transactions.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to Purchaserbe delivered to Buyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyer; (ii) releases the Consulting Agreements executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in the form of Exhibit 2.4(a)(iiattached hereto as EXHIBIT 2.4(a) executed by Sellers (collectively, the "Sellers' ReleasesConsulting -------------- Agreement");] (iii) employment agreements containing noncompetition covenants separate Employment Agreements for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and in the form of Exhibit attached hereto as EXHIBIT ------- 2.4(a)(iii), executed by Sellers ) (collectively, the "Employment Agreements"); and;] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to Purchaser Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) 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 Purchaser prior to the "Sellers' Closing Date in accordance with Section 5.5Certificate"); (v) opinion(s) of counsel, dated the written Consents Closing Date, in the form of each EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the Company's Investors listed State of Missouri or its subdivisions or instrumentalities in Schedule 3.27(c) of the Disclosure Letter, form and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting substance reasonably acceptable to the purchase and sale contemplated by this AgreementBuyer; and (vi) evidence reasonably satisfactory to separate Non-Competition Agreements executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇.▇. ▇▇▇▇▇▇▇▇ in the Purchaser that the line of credit from Compass Bank to the Company form attached hereto as EXHIBIT 2.4(a)(vi) (the "Line Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of Credit"(1) has been terminated enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and that Wils▇▇ ▇▇▇ been released warranties, (3) evidencing the performance by said bank from his guaranty Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers, or (4) otherwise facilitating the consummation or performance of any of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyContemplated Transactions. (b) Purchaser Buyer will deliver to Sellers:each Seller (or to such other Persons designated below): (i) such Seller's share of the following amount Purchase Price as set forth in instructions to be provided by wire transfer Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to account(s) specified by be paid at Closing pursuant to the Sellers in writing: $3,200,000terms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iiiii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iv) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer's 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; andDate (the "Buyer's Closing Certificate"). (iiiv) opinion(s) of counsel, dated the Employment AgreementsClosing Date, executed in the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by PurchaserBuyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers each Seller (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by each Seller (collectively, the "Noncompetition Agreements"); and (ivv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect Buyer that, except as otherwise stated in such certificate, each of Purchaser's Sellers' representations and warranties in this Agreement was accurate in all 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; and (b) Buyer will deliver to Sellers: (i) the Cash Amount, by wire transfer to accounts specified by Sellers; (ii) promissory notes ("Fixed Notes") in the form of Exhibit 2.4(b)(ii)(A) aggregating to the Fixed Notes Amount which will be personally guaranteed by ▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to guaranty agreements in the form of Exhibit 2.4(b)(ii)(B) (the "Guaranties"); (iii) promissory notes ("Earnout Notes") in the form of Exhibit 2.4(b)(iii); (iv) 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 is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (v) the Employment Agreements, executed by PurchaserBuyer.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the SharesInterests, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to PurchaserBuyer or any other documents Buyer requests from Sellers to transfer the Interests; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) an employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii), executed by Sellers D▇▇▇ ▇▇▇▇▇▇ (collectively, "Employment AgreementsAgreement"); and (iv) a certificate non-competition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wilsexcept for R▇▇ ▇▇▇▇ been released by said bank from his guaranty of which is included in the Line of Credit. Sellers represent and warrant Employment Agreement) (collectively, the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company"Non-Competition Agreements"). (b) Purchaser Buyer will deliver to Sellers: (i) the following amount amounts by bank cashier's or certified check payable to the order of or by wire transfer to account(s) accounts specified by the Sellers in writing: Kelly, Redman, Chevron, Soas, and Z▇▇▇▇▇, respectively,$306,800 to K▇▇▇▇; $3,200,000;247,000 to R▇▇▇▇▇; $460,200 to Chevron; and $39,000 to Z▇▇▇▇▇. (ii) a certificate executed by Purchaser total of $1,700,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on a $3.425 per share price for the Common Stock, which equals 508,466 shares of Common Stock to be issued collectively to Sellers following Closing. The shares of Common Stock shall be allocated to the effect that, except Sellers who are "accredited investors" as otherwise stated in defined under the Securities Act as follows: (a) 117,138 shares to K▇▇▇▇; 94,307 shares to R▇▇▇▇▇; 175,708 shares to Chevron; 106,423 shares to Soas; and 14,890 shares to Z▇▇▇▇▇. Sellers and Buyer agree that Buyer shall issue the above described shares of Common Stock after Closing to Sellers upon filing a listing application authorizing such certificate, 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 shares on the Closing Date; andAmerican Stock Exchange; (iii) the Employment AgreementsAgreement, executed by PurchaserBuyer; and (iv) evidence of payment or assumption of the Indebtedness of the Company as described on Exhibit 2.2 and releases of any personal guarantees of Sellers related thereto.

Closing Obligations. At the Closing: (a) the Sellers will deliver to PurchaserBuyer: (i) certificates representing evidencing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed and irrevocable stock powers) ), for transfer to Buyer, which shall be effective to transfer all of the Sellers' right, title and assignment interest in and to Purchaserthe Shares, free and clear of all Encumbrances; (ii) releases employment agreements in the form of of, or containing the material terms set forth in, Exhibit 2.4(a)(ii) ), executed by Sellers ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "Sellers' ReleasesEmployment Agreements"); (iii) employment noncompetition agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Employment Noncompetition Agreements"); and; (iv) a certificate executed by Sellers representing and warranting to Purchaser Buyer that each of Sellers' representations and warranties in this Agreement was were accurate in all respects as of the date of this Agreement and is 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 Sellers to Purchaser prior to the Closing Date in accordance with Section 5.5);Date; and (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Lettersuch other documents, instruments and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence agreements that Buyer may reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid request no later than two business days prior to the Closing Date from monies of Closing, and which Sellers have the Companypower to deliver, in order to consummate the Contemplated Transaction. (b) Purchaser Buyer will deliver to Sellers: (i) $40,750,000 in cash payable by bank cashier's or certified check payable to the following amount order of Seller Representative, or by wire transfer to account(s) accounts specified by the Sellers in writing: $3,200,000Sellers' Representative not later than 3 days before the Closing Date; (ii) $2,000,000 in cash as the Holdback payable by bank cashier's check payable to the order of the Custodian, or by wire transfer to accounts specified by the Custodian. (iii) $1,296,000 in cash payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, by bank cashier's check payable to his order or by wire transfer to accounts specified by him not later than 3 days before the Closing Date; (iv) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiiv) the Employment Agreements, executed by PurchaserBuyer.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to PurchaserBuyer; (ii) releases in a form mutually acceptable to the form of Exhibit 2.4(a)(ii) parties hereto, executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants agreement in a form mutually acceptable to USC and Joseph A. Kirchner, executed by Joseph A. Kirchner ("Emp▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"); (iv) nonco▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ts in a form mutually acceptable to the form of Exhibit 2.4(a)(iii)parties hereto, executed by Sellers (collectively, the "Employment Agreements"); andNoncompetition Agreements");and (ivv) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount amounts by wire transfer bank cashier's check payable to account(s) specified by the Sellers in writingorder of the BJK Trust and the HAK Trust: $3,200,000___________ and $______________ to the BJK Trust; (ii) a promissory note payable to the Family Trust in the principal amount of $1,750,000 in a form mutually acceptable to the parties hereto (the "Promissory Note"). (iii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiiiv) the Employment AgreementsAgreement, executed by Purchaserthe Company.

Closing Obligations. At the Closing: (a) Sellers or the Company, as applicable, will deliver or cause to Purchaserbe delivered to Buyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures of Sellers in attendance at Closing, notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyer; (ii) releases the Consulting Agreements executed by ▇▇▇▇▇▇ in the form of Exhibit 2.4(a)(iiattached hereto as EXHIBIT 2.5(a)(ii)-1 (the "▇▇▇▇▇▇ Consulting Agreement") executed and -------------------- by Sellers ▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT 2.5(a)(ii)-2 (collectively, the "Sellers' Releases▇▇▇▇▇▇▇ -------------------- Consulting Agreement"); (iii) employment agreements containing noncompetition covenants the Employment Agreement for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. in the form of Exhibit 2.4(a)(iii), executed by Sellers attached hereto as EXHIBIT 2.5(a)(iii)-1 (collectively, the "Employment AgreementsAgreement"); and--------------------- (iv) [Intentionally Deleted]; (v) a certificate executed by Sellers and the Company representing and warranting to Purchaser that Buyer that, except as otherwise stated in such certificate, 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 subject, however, to any supplements limitations expressly set forth herein (the "Sellers' Closing Certificate"). (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.5(a)(vi); ------------------ (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the Disclosure Letter that were delivered opinion referred to in Section 2.5(b), (2) evidencing the accuracy of any of Sellers' representations and warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to Purchaser be performed or complied with by the Sellers at or prior to Closing, or (4) otherwise facilitating the Closing Date consummation or performance of any of the Contemplated Transactions in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (viviii) evidence reasonably satisfactory to a lease in the Purchaser that the line form of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that WilsEXHIBIT 2.8 executed by ▇▇▇▇▇▇ ▇. ----------- ▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25▇▇▇▇▇, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Companyas lessor. (b) Purchaser Buyer will deliver to Sellers:each Seller (or to such other Persons designated below): (i) the following amount by wire transfer respective amounts of cash as set forth on EXHIBIT ------- 2.5(b)(i); --------- (ii) Buyer's executed Subordinated Note and all associated documents in the forms attached hereto as EXHIBIT 2.5(b)(ii) (collectively, the ------------------ "Subordinated Note Documents"). (iii) any consulting fees or other compensation required to account(s) specified by be paid at Closing pursuant to the Sellers in writing: $3,200,000terms of the Consulting Agreements and/or the Employment Agreement; (iiiv) the Consulting Agreements and the Employment Agreement, all executed by Buyer; (v) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 subject, however, to any limitations expressly set forth herein (the "Buyer's Closing Certificate"). (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.5(b)(vi); ------------------ (vii) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.5(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions; and (iiiviii) the Employment Agreements, lease in the form of EXHIBIT 2.8 executed by Purchaserthe named ----------- lessee therein.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to Purchaser); (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers Sellers, and in the case of trusts, the underlying beneficiaries (collectively, "“Sellers' ’ Releases"”); (iii) employment consulting agreements containing noncompetition covenants in substantially the form of Exhibit 2.4(a)(iii), executed by Sellers ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, respectively (collectively, "Employment the “Consulting Agreements"”); and; (iv) a real property lease agreement in substantially the form of Exhibit 2.4(a)(iv) executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the “Lease”); (v) a certificate executed by Sellers representing and warranting to Purchaser 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory the other documents required to the Purchaser that the line of credit from Compass Bank be delivered pursuant to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company.Section 7.4; and (b) Purchaser Buyer will deliver to Sellers: (i) the following amount cash consideration payable pursuant to Section 2.2 by wire transfer to account(s) specified by such accounts, and in the Sellers percentages, as set forth in writing: $3,200,000Part 2.2 of the Disclosure Letter; (ii) the Buyer Shares; (iii) a registration rights agreement in the form of Exhibit 2.4(b)(iii), executed by Buyer (the “Registration Rights Agreement”); (iv) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of Purchaser's 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; and (iiiv) the Employment Agreements, executed by Purchaserother documents required to be delivered pursuant to Section 8.4.

Closing Obligations. At the Closing: (a) Sellers The Company will deliver to PurchaserBuyer: (i) certificates representing a ▇▇▇▇ of sale, assignment and assumption agreement with respect to the Shares, duly endorsed Assets and the Assumed Liabilities in the form of Exhibit 2.5(a)(i) (the "▇▇▇▇ of Sale") executed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to PurchaserCompany; (ii) releases employment agreements in the form of Exhibit 2.4(a)(ii) 2.5(a)(ii), executed by Sellers ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇ ▇▇▇▇▇ (collectively, the "Sellers' ReleasesEmployment Agreements"); (iii) employment noncompetition agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii2.5(a)(iii), executed by Sellers ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇ ▇▇▇▇▇ (collectively, the "Employment Noncompetition Agreements"); and; (iv) a certificate executed by Sellers representing and warranting to Purchaser 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 Company to the Disclosure Letter that were delivered by Sellers to Purchaser prior to the Closing Date in accordance with Section 5.5); effect that: (vA) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, 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 (B) each of the covenants and agreements of the Company to be performed prior to the Closing Date has been duly performed or complied with by the Company; (v) the earnout agreement in the form of Exhibit 2.5(a)(v), executed by the Company (the "Earnout Agreement"); and (vi) the documents contemplated by Section 7.5 hereof; and (b) Buyer will deliver to the Company: (i) the Initial Purchase Price, plus or minus such prorations of Assets, Assumed Liabilities, income and expenses from the Effective Date to the Closing Date as may reasonably be determined and agreed to by the parties prior to the Closing Date, by bank cashier's check or by wire transfer to the accounts specified by the Company; (ii) a certificate executed by Buyer to the effect that: (A) 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; and (B) each of the covenants and agreements of Buyer to be performed prior to the Closing Date has been duly performed and complied with by Buyer; (iii) the ▇▇▇▇ of Sale, executed by Buyer; (iv) the Employment Agreements, executed by PurchaserBuyer; (v) the Earnout Agreement, executed by Buyer; and (vi) the documents contemplated by Section 8.4 hereof.

Closing Obligations. At the Closing: (a) Sellers will deliver (collectively, the "Sellers' Closing Documents") to PurchaserBuyers: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyers; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); and (iv) a certificate executed by Sellers representing and warranting to Purchaser Buyers 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 Purchaser Buyers prior to the Closing Date in accordance with Section 5.5), except that any such representation or warranty that is specifically stated to be accurate only as of a specified date shall remain accurate as of such date; (iv) Documentation establishing compliance with the requirements of Section 7.3 and Section 7.9; and (v) the written Consents of each of the Company's Investors listed Additional Documents specified in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanySection 7.4. (b) Purchaser Buyers will deliver (collectively, the "Buyers' Closing Documents") to Sellers: (i) the following amount Estimated Purchase Price in immediately available funds by wire transfer to account(s) accounts specified by the Sellers in writing: $3,200,000Sellers; (ii) a certificate executed by Purchaser Buyers to the effect that, except as otherwise stated in such certificate, that each of Purchaser's Buyers' 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; (iii) the Employment Agreements, executed by Purchaseropinion specified in Section 8.4; and (iv) The Additional Documents specified in Section 8.4.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to Purchaser); (ii) releases employment agreements in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii)Exhibits B and C, executed by Sellers (collectively, "Employment Agreements"); and (iviii) a certificate executed by Sellers representing and warranting to Purchaser 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 Schedules that were delivered by Sellers to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5Date); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount amounts by bank cashier's or certified check payable to the order of or by wire transfer to account(s) accounts specified by the Sellers in writing▇▇▇▇▇▇▇ and ▇▇▇▇, respectively: $3,200,0004,500,000 to ▇▇▇▇▇▇▇ and $4,500,000 to ▇▇▇▇; (ii) promissory notes payable to ▇▇▇▇▇▇▇ and ▇▇▇▇ in the respective principal amounts of $1,375,000 and $1,375,000 in the form of Exhibit A; (iii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiiiv) the Employment Agreements, executed by PurchaserBuyer. (c) At Closing, the Company will repay an outstanding loan to ▇▇▇▇▇▇▇ in the principal amount of $2,500,000 and an outstanding loan to ▇▇▇▇ in the principal amount of $650,000. All accrued interest on such loans shall be repaid by the Company at Closing. At the Closing, the Buyer shall provide the Company additional debt or equity funding in an amount necessary to repay the entire principal and interest of the ▇▇▇▇▇▇▇ and ▇▇▇▇ loans.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyers shall receive: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) in property for transfer and assignment to Purchaserthe applicable Buyer; (ii) releases from Cinemex, copies of the instructions to the Secretary of Cinemex's board of directors to make the necessary notations in the stock registry book of Cinemex, reflecting the transfer of the Shares and the recordation of the applicable Buyer as shareholder of Cinemex; (iii) a noncompetition agreement in the form of Exhibit 2.4(a)(ii) 2.5(a)(iii)-A, executed by Sellers the Common Shareholder and a competition agreement in the form of Exhibit 2.5(a)(iii)-B, executed by the Common Shareholder (collectively, the "Sellers' ReleasesNoncompetition Agreements"); (iv) a release in the form of Exhibit 2.5(a)(iv), executed by the Common Shareholder (the "Common Shareholder Release"); (v) a true and complete copy of the Concentration Trust duly executed and delivered by all of the parties thereto; (vi) an opinion of Ritch, Heather y Mueller, S.C., dated the Closing Date, in ▇▇▇ ▇or▇ ▇▇ ▇▇▇▇▇▇▇ ▇.▇(a)(vi); (vii) a certificate executed by Cinemex as to the accuracy of the representations and warranties as provided in Section 7.1 and as to performance the of covenants as provided in Section 7.2; and (viii) certificates of the Secretary of each Cinemex Company's board of directors as to the legal existence of each Cinemex Company in Mexico. (b) Buyers (or their designees) will: (i) pay to each Shareholder an amount equal to the product of (x) such Shareholder's Percentage and (y) the Closing Cash Notional Payment; provided, that the Concentration Trustee shall, as provided for in the Concentration Trust, maintain in deposit 10% of the amount payable to it in accordance with the terms of the Concentration Trust to guarantee the indemnification obligation assumed by the Type II Shareholders under this Agreement; (ii) deliver to the Shareholders an opinion of Creel, Garcia - Cuellar y Muggenburg, S.C., in the form of Exhibit ▇.▇(▇)(▇▇); (iii) employment agreements containing noncompetition covenants deliver to the Shareholders an opinion of Kaye Scholer LLP, dated as of the Closing Date, in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"Exhib▇▇ 2.5(b)(iii); and (iv) deliver to the Shareholders a certificate executed by Sellers representing and warranting each Buyer as to Purchaser that each the accuracy of Sellers' the representations and warranties as provided in this Agreement was accurate Section 8.1 and as to performance the of covenants as provided 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company8.2. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, 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 (iii) the Employment Agreements, executed by Purchaser.

Closing Obligations. At the ClosingClosing each party shall deliver to the other party those items set forth below, which shall operate as conditions precedent to the obligation to close: (a) Sellers Seller will deliver to PurchaserBuyer: (i) certificates representing the SharesOwnership Interest, duly endorsed by the respective Seller (or accompanied by duly executed stock powersif the Ownership Interest is not certified, an Assignment of Ownership Interest in the form of Exhibit 2.4(a)(i) for transfer and assignment to PurchaserBuyer; (ii) releases release in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment AgreementsSeller's Release"); and (iviii) a certificate executed by Sellers Seller representing and warranting to Purchaser Buyer that each of SellersSeller' 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 Seller to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to SellersSeller: (i) $53,734.50 by bank cashier's or certified check payable to the following amount order of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, or by wire transfer to account(s) accounts specified by the Sellers in writing: $3,200,000Seller; (ii) a promissory note payable to Seller in the principal amounts of $33,734.50 in the form of Exhibit 2.4(b) (the "Promissory Note");; (iii) a stock certificate representing 636,098 shares of common stock in the Company; (iv) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiiv) the Employment Agreementsremaining $97,000 shall be paid by satisfying, executed by Purchaserin their entirety, the other debts due (▇▇▇▇▇▇▇, **********, ▇▇▇▇▇ Fargo).

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), for transfer and assignment to PurchaserBuyer; (ii) releases a release in the form of Exhibit 2.4(a)(ii) executed by Sellers ------------------ each Seller (collectively, the "Sellers' ReleasesRelease");; ---------------- (iii) an employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii), ------- 2.4(a)(iii)(A) executed by Sellers ▇▇▇ ▇▇▇▇▇ and an employment agreement in -------------- the form of Exhibit 2.4(a)(iii)(B) executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ---------------------- (collectively, the "Employment Agreements"); and--------------------- (iv) a certificate non-competition agreement in the form of Exhibit ------- 2.4(a)(iv) executed by ▇▇▇ ▇▇▇▇▇ (the "Non-Competition Agreement"); ---------- ------------------------- (v) the Shareholder Intangibles Purchase Agreement executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (vi) a certificate, dated the Closing Date, executed by Sellers representing and warranting to Purchaser that Buyer that: (A) 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 material respects (except for representations and warranties that contain an express materiality qualification, which must have been accurate in all respects) as of the Closing Date as if made on the Closing Date (giving full effect to any supplements except to the Disclosure Letter that were delivered by Sellers to Purchaser prior to the Closing Date extent expressly made as of an earlier date, in accordance with Section 5.5which case as of such date); (vB) the written Consents each Seller has complied with all of each of the Company's Investors listed its covenants and agreements contained in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (viC) evidence reasonably satisfactory each Seller has performed all of its obligations required to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released be performed by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance it on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid or prior to the Closing Date from monies hereunder; (vii) the Escrow Agreement executed by Sellers; and (viii) a real property holding company affidavit on behalf of the each Acquired Company., as provided in Section 7.12; and (b) Purchaser Buyer will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers Closing Cash Payment, as provided in writing: $3,200,000Section 2.2(c); (ii) the Sellers' Note; (iii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, : (A) each of PurchaserBuyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects (except for representations and warranties that contain an express materiality qualification, which must have been accurate in all respects) as of the Closing Date (except to the extent expressly made as if made on the Closing Dateof an earlier date, in which case as of such date); (B) Buyer has complied with all of its covenants and agreements contained in this Agreement; and (iiiC) Buyer has performed all of its obligations required to be performed by it on or prior to the Closing Date hereunder; (iv) the Employment Agreements, executed by PurchaserBuyer; (v) the Non-Competition Agreement, executed by Buyer; (vi) the Shareholder Intangibles Purchase Agreement executed by Buyer; and (vii) the Escrow Agreement executed by Buyer.

Closing Obligations. At the Closing: (a) Sellers will deliver deliver, or cause to Purchaserbe delivered, to Buyer: (i) certificates the certificate(s) representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the National Association of Securities Dealers, Inc., for transfer and assignment to PurchaserBuyer; (ii) releases the employment agreement in substantially the form of Exhibit 2.4(a)(ii) executed hereto with David Gravatt, an individual residing at, 2128 Rockro▇▇ ▇▇▇▇▇▇, ▇enderson, NV 89014, and currently the ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("DG") ( "Employment Agreement"), executed, by Sellers DG; (collectivelyiii) the consulting agreement in substantially the form of Exhibit 2.4(a)(iii) hereto with D& L Partnership, a Nevada General Partnership, the only partners of which are DF and LF (the "Sellers' ReleasesConsulting Agreement"); (iiiiv) employment non-competition agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii)Exhibits 2.4(a)(iv) (DF) and (LF) hereto, executed by each of the Sellers (collectively, the "Employment Non-competition Agreements"); (v) an opinion of John Doechung Lee, as counsel to Sellers and the Compan▇, ▇ddressed to ▇▇▇ Buyer in substantially the form of Exhibit 2.4 (v) hereto; and (ivvi) a certificate executed by Sellers and the Company representing and warranting to Purchaser Buyer that each of Sellers' and Company'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 Sellers to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver deliver, or cause to be delivered, to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000First Installment; (ii) promissory notes payable to DF and LF in the respective principal amounts of $2,900,000, in the form of Exhibits 2.4(b) hereto (collectively, the "Promissory Notes"), evidencing the First Installment, the Second Installment and the Third Installment; (iii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiiiv) the Employment Agreementsguaranty of the Company and Sibling Entertainment Group, Inc. in substantially the form of Exhibit 2.4(b) (iv) (the "Company Guaranty") hereto duly executed by Purchaser.the Company;

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to PurchaserBuyer; (ii) releases employment agreements in the a form of Exhibit 2.4(a)(ii) satisfactory to Buyer, in Buyer's sole discretion, acting reasonably, executed by Sellers Ivan ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇au▇ ▇▇▇▇▇, ▇▇lc▇▇▇ ▇▇▇▇▇▇, ▇▇vi▇ ▇▇▇▇▇, ▇▇an ▇▇▇▇▇▇▇▇, ▇▇vi▇ ▇▇▇, ▇▇nd▇ ▇▇▇▇, ▇▇ex ▇▇▇▇▇▇▇▇▇▇▇, ▇▇rk ▇▇▇▇▇▇ ▇▇▇ Cliv▇ ▇▇▇▇▇▇▇ (collectively▇▇llectively, "Sellers' ReleasesEmployment Agreements"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); and (iv) a certificate executed by each of the Sellers severally, representing and warranting to Purchaser Buyer that each of Sellers' that 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 Sellers to Purchaser Buyer prior to the Closing Date in accordance with Section 5.56.5); (iv) [Intentionally Omitted] (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting such other documents as may be required pursuant to the purchase and sale contemplated by this AgreementSection 8 below; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Subject to Sellers' performing all their obligations including, in accordance with Paragraph 3.4(a) above, Buyer will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000;[Intentionally Omitted] (ii) a bank cashier's or certified check payable to the order of each of the Sellers, respectively, in the amount of the cash portion of the Purchase Price; (iii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiiiv) the Employment Agreements, executed by Purchaserthe Company.

Closing Obligations. (a) At the Closing: (a) , Sellers or the Company, as appropriate, will deliver to Purchaser: (i) certificates representing the Shares, duly signed and endorsed by each of the respective Seller (or accompanied by duly executed stock powers) Sellers for sale, transfer and assignment to Purchaser; (ii) releases substantially in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements agreements, containing noncompetition covenants covenants, substantially in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); and; (iv) a certificate executed by Sellers and by the Company representing and warranting to Purchaser that each of Sellers' and the Company's 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule Part 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and; (vi) evidence reasonably satisfactory to the Purchaser and its counsel that as of the Closing and payment of the Purchase Price by the Purchaser to the Company, the Purchaser shall own 100% of the outstanding and issued capital stock of the Company, and that each of the Sellers' interests in the Company shall be liquidated and terminated by payment by the Purchaser to each Seller at the Closing of an amount equivalent to twenty-five percent (25%) of the Purchase Price (or such other allocations among themselves as the Sellers shall mutually approve); and (vii) evidence satisfactory to the Purchaser that the line of credit from Compass Bank to all monies owed by the Company (the "Line of Credit") has been terminated and that Wilsto Ho▇▇▇ ▇▇▇▇▇▇ & Co. and to Ed ▇▇▇▇▇▇▇, ▇▇., have been paid and that the Company is fully released by said bank without recourse from his guaranty of the Line of Creditaforesaid obligations. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance Said monies may be paid prior to by the Closing Date Sellers in full (i) from monies their own resources, and not from those of the Company, or (ii) from the Company's resources in an amount not to exceed $600,000, in which latter event the amount of the Purchase Price delivered to the Sellers pursuant to Section 2.4(b)(i) shall be reduced by the amount paid by the Sellers to Ho▇▇▇ ▇▇▇▇▇▇ & Co. and to Ed ▇▇▇▇▇▇▇, ▇▇. ▇rom the Company's resources. (b) Purchaser will deliver to SellersSellers : (i) on January 2, 1997, the following amount by wire transfer to account(s) specified collectively by the Sellers in writing: $3,200,0004,000,000.00, which amount may be reduced subject to the provisions of Section 2.4(a)(vii) of this Agreement; (ii) at the Closing, a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, 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 (iii) at the Closing, the Employment Agreements, executed by Purchaser. In the event that the Purchaser shall fail to make the payment as required in (b)(i) hereinabove, the Sellers shall have the right to rescind the Contemplated Transaction.

Closing Obligations. At the Closing: (a) Sellers will deliver Stockholders are delivering to PurchaserBuyer: (i) certificates representing all of the Company Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers each of the Stockholders (collectively, "SellersStockholders' Releases"); (iii) an employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii2.4(a)(iii)(x), executed by Sellers ▇▇. ▇▇▇▇▇▇▇ and an employment agreement in the form of Exhibit 2.4(a)(iii)(y) executed by ▇▇. ▇▇▇▇▇▇▇ (collectively, the "Employment Agreements") and the Set-Off Agreements dated of even date herewith between Buyer and each of ▇▇. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ (collectively, the Set-Off Agreements); and; (iv) a certificate executed by Sellers representing and warranting to Purchaser 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 executed by Sellers to Purchaser prior to each of the Closing Date in accordance with Section 5.5)Stockholders; (v) A certified statement (the written Consents of "Certified Indebtedness Statement") to be signed by each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, 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 Stockholders as of the Closing Date Date, setting forth the amount of Outstanding Indebtedness. (For purposes of this Agreement, "Outstanding Indebtedness" shall mean the amount of outstanding obligations for borrowed monies and operating equipment leases (including, without limitation, accrued and unpaid interest thereon) of the Company in the aggregate, as if made on of the Closing Date); and (iii) the Employment Agreements, executed by Purchaser.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to PurchaserBuyer: (i) a certificate or certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for ), with all necessary transfer tax and assignment to Purchaserother revenue stamps acquired at Seller's expense, affixed and canceled free and clear of all encumbrances and with signatures guaranteed by a commercial bank; (ii) releases a release in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller, UAM and the Acquired Companies (collectively, the "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment AgreementsMutual Release"); and (iviii) a certificate executed by Sellers representing and warranting a duly authorized officer of Seller, which officer shall be a Senior Executive, stating to Purchaser that Buyer that, to the Knowledge of such officer, each of Sellers' Seller's representations and warranties in this Agreement was materially accurate in all respects as of the date of this Agreement and is materially 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 made by Seller and delivered by Sellers to Purchaser Buyer prior to the Closing Date Closing); (iv) the Guaranty to Buyer in accordance with Section 5.5)the form of Exhibit 2.4(a)(iv) executed by UAM; (v) the written Consents Indemnity to Buyer in the form of each of the Company's Investors listed in Schedule 3.27(cExhibit 2.4(a)(v) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated executed by this AgreementUAM; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Companyadditional documents described in Section 7.4. (b) Purchaser Buyer will deliver to SellersSeller or Seller's designee: (i) the following amount by wire transfer to account(s) specified by of immediately available federal funds in the Sellers in writing: amount of Twenty Million Dollars ($3,200,000;20,000,000.00); and (ii) a certificate executed by Purchaser a duly authorized officer of Buyer stating to Seller that, to the effect that, except as otherwise stated in Knowledge of such certificateofficer, each of PurchaserBuyer's representations and warranties in this Agreement was materially accurate in all respects as of the date of this Agreement and is materially accurate in all respects as of the Closing Date as if made on the Closing Date; and. (iii) the Employment Agreements, executed by Purchaseradditional documents described in Section 8.3.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer and assignment to PurchaserBuyer; (ii) releases release in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller (collectively, "Sellers' ReleasesSeller's Release"); (iii) employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii), executed by Sellers Seller (collectively, "Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); and; (ivv) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Sellers Seller representing and warranting to Purchaser Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is are accurate in all respects as of the Closing Date as if made on Date; (vii) assignment of Patents and Trademarks in the Closing Date form of Exhibit 2.4(a)(vii) executed by Seller (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Purchaser prior to the Closing Date in accordance with Section 5.5"Patent Assignment"); (vviii) an opinion of counsel to Seller in the written Consents form of each of the Company's Investors listed in Schedule 3.27(cExhibit 2.4(a)(viii) of the Disclosure Letterattached hereto, with qualifications and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting assumptions which are agreed to the purchase and sale contemplated by this AgreementBuyer; and (viix) evidence reasonably satisfactory all other items required to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Companydelivered hereunder. (b) Purchaser Buyer will deliver to SellersSeller: (i) the following amount of $11,300,000 by wire transfer to account(s) an account specified by Seller less such amount to be wired to the Sellers in writing: $3,200,000Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note"); (iii) a total of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average of the closing price for the Common Stock on the American Stock Exchange for the ten (10) trading days immediately prior to the Closing. The shares of Common Stock will be issued to Seller by the Buyer's transfer agent within two weeks following the Closing. At Closing, Seller will be provided copies of the Company's instruction letter to its transfer agent; (iv) Non-Competition Agreement executed by the Company; (v) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, that each of PurchaserBuyer'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; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (iiiviii) the Employment Agreements, executed by Purchaserall other items required to be delivered hereunder.

Closing Obligations. At the Closing: (a) Sellers The Seller will deliver to Purchaserthe Buyer: (i) certificates representing the Shares, duly endorsed by the respective Seller owners thereof (or accompanied by duly executed stock powers) ), for transfer to the Buyer in form and assignment substance satisfactory to Purchaserthe Buyer; (ii) releases an employment and noncompetition agreement in the form of the letter agreement attached hereto as Exhibit 2.4(a)(ii) 2.2(a)(ii), executed by Sellers the Seller (collectively, "Sellers' Releases"the “Employment Agreement”); (iii) employment agreements containing noncompetition covenants a lease for the principal executive offices and laboratory of the Company in the form of Exhibit 2.4(a)(iii)2.2(a)(iii) attached hereto, executed by Sellers Seller’s affiliated entity Oakwood Associates, LLC and by a representative of Buyer serving as an officer, and on behalf, of the Company (collectively, "Employment Agreements"the “Lease”); and; (iv) the Disclosure Letter executed by the Seller to Buyer concurrently with the execution and delivery of this Agreement; (v) a certificate executed by Sellers the Seller representing and warranting to Purchaser the 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (vx) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, each of Purchaser's 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; and (y) the Seller and the Company have satisfied all conditions set forth in Section 6 of this Agreement which have not been waived by Buyer; (vi) executed resignations, effective as of the Closing Date of each officer and director of the Company; (vii) copies of all consents required pursuant to Section 3.3(b) of this Agreement; (viii) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, in the form of Exhibit 2.2(a)(viii) attached hereto; (ix) possession or control of the corporate seal, all books of account, minute books, stock record books, and other records of the Company then in the possession or control of the Seller or his representatives; (x) copies of the Company’s organizational documents, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; a complete list of the officers and directors of the Company, certified by a Secretary or Assistant Secretary of the Company to be true and correct as of the Closing Date; a long form certificate of good standing from the Secretary of State of the State of New York showing all documents filed in such office with regard to the Company; a tax clearance certificate and good standing certificate from New York; copies of resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; and (xi) written proof of payment of the Company’s estimated U.S. federal tax payment for the tax year ended June 30, 2006, in the amount of US$820,000. (b) The Buyer will deliver to the Seller: (i) $42,950,000 by wire transfer to an account or accounts specified by the Seller for the Seller’s Shares and $6,000,000 by wire transfer to an account specified by the Escrow Agent for the Employee Shares, to be disbursed by the Escrow Agent in accordance with Section 1.2; (ii) a certificate executed by the Buyer representing and warranting to the Seller that (x) each of the 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 and (y) the Buyer has satisfied all conditions set forth in Section 5 of this Agreement; (iii) a release and covenant not to ▇▇▇ Seller in the form of Exhibit 2.2(b)(iii) attached hereto; (iv) the Employment Agreements, Agreement executed by Purchasera representative of Buyer serving as an officer, and on behalf, of PerkinElmer Life and Analytical Sciences; and (v) the Lease executed by a representative of Buyer serving as an officer, and on behalf, of the Company.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer and assignment to PurchaserBuyer; (ii) releases in the form of Exhibit 2.4(a)(ii) Exhibits 2.4(a)(ii)-1 and 2.4(a)(ii)-2 executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in a certificate, executed on behalf of the form of Exhibit 2.4(a)(iiiSellers by the Company's President and Chief Executive Officer and the Company's chief accounting officer (which they shall have discussed with PricewaterhouseCoopers, LLP with respect to compliance with GAAP, consistently applied), executed and approved by Sellers Buyer (collectivelywhich approval shall not be unreasonably withheld or delayed), "Employment Agreements"); andsetting forth, with reasonably detailed supporting calculations, the Company's estimated consolidated net worth and the Adjustment Amount as of the Closing Date. (iv) a certificate executed by Sellers representing and warranting (subject to Purchaser the limitation of liability and remedies set forth in Section 10) 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 (except for changes provided for herein 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i) $16,000,000 less the following amount by which $5,600,000 exceeds the Company's estimated Adjustment Amount, as calculated in the certificate delivered pursuant to Section 2.4(a)(iii), payable to each of Sellers in the proportions set forth in Exhibit 2.4(b)(i) by wire transfer to account(s) accounts specified by each of the Sellers Sellers. (ii) the sum of $1,000,000 to the escrow agent referred to in writing: $3,200,000Section 2.4(c) by wire transfer to an account specified by said escrow agent; (iiiii) the sum of $875,000 to ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇.▇. to be held in trust pursuant to the agreement set forth in Exhibit 2.4(b)(iii) for distribution in accordance with the procedures set forth in Section 2.6. (iv) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of PurchaserBuyer'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 (iiic) Buyer and Sellers will enter into an escrow agreement at Closing in the Employment Agreementsform of Exhibit 2.4(c) (the "Escrow Agreement") with First Union National Bank. (d) Title to the Shares held in the Shareholder IRAs is in the name of custodians, executed which hold title thereto for the benefit of the Persons executing this Agreement for such Shareholder IRAs. Each of said Persons agrees to take all actions as may be necessary to cause their custodian to execute stock powers to convey to Buyer at Closing the Shares held in such Person's Shareholder ▇▇▇. (e) Company will have purchased a six (6) year extended reporting period ("tail") endorsement for the existing officers' and directors' liability insurance maintained by Purchaserthe Company, the expense of which shall be included in calculation of the Adjustment Amount.

Closing Obligations. At or prior to the Closing: (a) Sellers Seller will deliver to PurchaserBuyer: (i) certificates a certificate representing the SharesMembership Interests, duly endorsed by the respective Seller (or accompanied by a duly executed stock powers) power), for transfer to Buyer free and assignment to Purchaserclear of all Encumbrances; (ii) releases a release in the form of Exhibit 2.4(a)(ii1.4(a)(ii) executed by Sellers Seller, TFS Holdings and each Shareholder (collectively, "Sellers' Releases"“Seller’s Release”); (iii) employment a consulting services agreement (the “Consulting Agreement”) executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ which shall have a term of two years and shall provide for an annual fee of $100,000, payable monthly; and a transition services agreement between the Seller and the Company pursuant to which the Company will provide agreed upon accounting and other administrative services for the Seller for a defined term (the “Transition Services Agreement”), the forms of which are attached hereto as composite Exhibit 1.4(a)(iii); (iv) noncompetition agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii1.4(a)(iv), executed by Sellers Seller, TFS Holdings and each Shareholder (collectively, "Employment the “Noncompetition Agreements"”); and; (ivv) a certificate executed by Sellers Seller, TFS Holdings and the Shareholders representing and warranting to Purchaser Buyer that each of Sellers' Seller’s, TFS Holdings’ and the Shareholders’ 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 Seller to Purchaser Buyer and accepted by Buyer prior to the Closing Date in accordance with Section 5.55.4); (vvi) a lease and option to purchase and sell the written Consents Indiantown Property in the form of each of Exhibit 5.12 (the “Indiantown Lease”) executed by Seller and the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vivii) evidence reasonably satisfactory the Composting Agreement in the form of Exhibit 1.4(a)(vii) pursuant to the Purchaser that the line of credit from Compass Bank to which the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty agrees to dispose of the Line of Credit. Sellers represent and warrant chicken manure generated at the outstanding balance on Indiantown Property for the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to three-year period following the Closing Date from monies of the CompanyDate. (b) Purchaser Buyer will deliver to Sellersdeliver: (i) To the following amount Escrow Agent (as defined below) on November 28, 2008, by wire transfer to account(s) specified by the Sellers in writing: $3,200,000;60,672,000; and (ii) To the Seller, a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, each of Purchaser's 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; and. (c) Buyer and Seller will enter into an escrow agreement in the form of Exhibit 1.4(c) (the “Escrow Agreement”) with SunTrust Banks, Inc. (the “Escrow Agent”) which shall provide for the following: (i) The Escrow Agent shall, on the Closing Date, release $51,972,000 of the escrowed funds to the Seller, less the Seller’s portion of the prorated items described in Section 1.9, by wire transfer to the account specified in Part 1.4(b)(i) of the Disclosure Letter. The Escrow Agent shall retain $1,000,000 to be held in escrow for the benefit of the Buyer as set forth in Section 1.4(c)(iii) below and if the Buyer is entitled to receive any of the amount prorated in accordance with Section 1.9 of this Agreement, then such funds shall be released to the Buyer. The Escrow Agent shall also retain $2,000,000 to be held in escrow until Seller has conveyed good title to the Indiantown Property, by general warranty deed, to the Company, free and clear of all Encumbrances, and $5,700,000 to be held in escrow until those certain bonds issued by the ▇▇▇▇▇▇ County Industrial Development Board have been fully paid and retired and the mortgage(s) on the Indiantown Property and Seller’s Indiantown Property are released and satisfied in full. (ii) The escrowed funds shall be deposited in an interest bearing account and the interest earned thereon shall enure to the benefit of the Buyer until 12:00 midnight on the Inventory Date, and thereafter shall enure to the benefit of the Seller. (iii) The Escrow Agent will retain $1,000,000 in escrow as security for the Employment Agreementspurchase price adjustment described in Sections 1.5 and 1.6 below, executed by Purchaserthe proration of items described in Section 1.9, as well as Seller’s indemnity obligations in this Agreement, to terminate on the date 18 months after the Closing Date in accordance with the terms of the Escrow Agreement. (iv) The Escrow Agent will retain $2,000,000 in escrow as security for the Seller’s obligations under Section 5.12 to convey good title to the Indiantown Property to the Company in accordance with the terms of the Escrow Agreement.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Purchase Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for ), with any transfer and assignment to Purchaser;stamps offered thereto. (ii) releases employment agreements in the form of Exhibit 2.4(a)(ii) 2.5(a)(ii), executed by Sellers Rob▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇d Mar▇ ▇. ▇▇▇▇▇▇ (collectively▇ollectively, "Sellers' ReleasesEMPLOYMENT AGREEMENTS"); (iii) employment noncompetition agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii2.5(a)(iii), executed by Sellers Rob▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇ar▇ ▇. ▇▇▇▇▇▇, ▇he Rob▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ust, the Mar▇ ▇. ▇▇▇▇▇▇ ▇▇ust, and Ter▇▇ ▇. ▇▇▇▇▇▇▇ (collectively, the "Employment AgreementsNONCOMPETITION AGREEMENTS"); and; (iv) a certificate executed by Sellers representing and warranting to Purchaser Buyer that 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 Schedules that were shall have been delivered by Sellers to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5)) and identifying any Breaches of the representations and warranties (without giving effect to any such supplements) that would cause the conditions set forth in Section 7.1 not to be satisfied; (v) the written Consents a certificate of good standing of each Acquired Company from its state of incorporation, and each jurisdiction in which such Acquired Company is qualified to do business, issued no earlier than thirty (30) days prior to Closing; (vi) resignations of all members of the Board of Directors of each Acquired Company; (vii) an agreement in the form of Exhibit 2.5(a)(vii) (the "TERMINATION AGREEMENT") terminating: (A) the Agreement dated July 19, 1994 by and among certain of the Sellers and the Company, and (B) the Voting Trust Agreement dated October 9, 1996 by and among certain of the Sellers; (viii) the Escrow Agreement and Additional Payment Escrow Agreement, duly executed by the Sellers; (ix) signature cards or other documentation in form and substance satisfactory to Buyer, necessary to transfer the signing authority for each Acquired Company's Investors listed bank accounts to Representatives of Buyer; (x) an opinion of counsel for Sellers, dated the Closing Date, in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting a form reasonably acceptable to the purchase and sale contemplated by this AgreementBuyer; and (vixi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyTransaction Expenses Statement. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, that each of PurchaserBuyer's 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; and; (ii) the Employment Agreements, duly executed by Buyer; (iii) the Employment Escrow Agreement and the Additional Payment Escrow Agreement, duly executed by Buyer; (iv) the Noncompetition Agreements, duly executed by PurchaserBuyer; (v) certificates evidencing the shares of AdvancePCS stock to be issued to Sellers pursuant to Section 2.2; and (vi) an opinion of counsel for Buyer, dated the Closing Date, in a form reasonably acceptable to Sellers. (c) the Acquired Companies shall pay in full the amount of the Acquired Companies' Transaction Expenses as set forth in the Transaction Expenses Statement.

Closing Obligations. At the Closing: (a) Sellers The Company will deliver to Purchaserthe Buyer: (i) certificates representing the SharesThe Acquired Assets, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer free and assignment to Purchaserclear of all Encumbrances other than Permitted Encumbrances; (ii) releases in the form of Exhibit 2.4(a)(ii) S▇▇▇▇▇ Employment Agreement, executed by Sellers (collectively, "Sellers' Releases")S▇▇▇▇▇; (iii) employment agreements containing noncompetition covenants in the form attached hereto as Exhibit 2.5(a)(iii) executed by each of the employees and independent contractors of the Company identified on Schedule 2.5(a)(iii) (the “Producer Agreements”); (iv) confidentiality, non-solicitation and assignment agreements in the form attached hereto as Exhibit 2.4(a)(iii2.5(a)(iv) executed by each of the employees and independent contractors of the Company identified on Part I of Schedule 2.5(a)(iv) (the “Nondisclosure Agreements”); (v) agreements in the form attached hereto as Exhibit 2.5(a)(v) executed by each of the brokers identified on Schedule 2.5(a)(v) (the “Broker Agreements”); (vi) amendments to each of the Independent Contractor Agreements other than the R▇▇▇▇▇▇ Agreement, each in form satisfactory to the Buyer in its sole discretion, executed by Sellers (collectivelyBIA and/or NVIA, "Employment Agreements"); andas applicable, and by the applicable Independent Contractor; (ivvii) an executed copy of Schedule 2.2(b) in form and substance satisfactory to the Buyer in its sole discretion; (viii) a certificate executed by Sellers each of BIA and NVIA representing and warranting to Purchaser the Buyer that each of Sellers' the Company’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 except (giving full effect to A) for any supplements changes resulting from activities or transactions which may have taken place after the date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the Ordinary Course of Business and (B) except to the Disclosure Letter extent that were delivered such representations and warranties are made as of another specified date and, as to such representations and warranties, the same shall be true as of such specified date; (ix) a resolution of BIA’s board of directors authorizing BIA’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (x) a resolution of NVIA’s board of directors authorizing NVIA’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (xi) a Certificate of Fact issued by Sellers to Purchaser the SCC for each of BIA and NVIA, in each case dated not earlier than ten (10) days prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this AgreementDate; and (vixii) evidence reasonably satisfactory such bills of sale, endorsements, assignments and other documents as are necessary to transfer to the Purchaser that the line of credit from Compass Bank Buyer good and valid title to the Company (the "Line Acquired Assets, free and clear of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Companyall Encumbrances other than Permitted Encumbrances. (b) Purchaser The Buyer will deliver to Sellersthe Company: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000Closing Payment; (ii) the S▇▇▇▇▇ Employment Agreement, executed by the Buyer; and (iii) a certificate executed by Purchaser the Buyer to the effect that, except as otherwise stated in such certificate, that each of Purchaser's the 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; Date except (A) for any changes resulting from activities or transactions which may have taken place after the date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the Ordinary Course of Business and (B) except to the extent that such representations and warranties are made as of another specified date and (iii) , as to such representations and warranties, the Employment Agreements, executed by Purchasersame shall be true as of such specified date.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) signed and executed share transfer deeds, accompanied by share certificates representing the Shares, duly endorsed by the respective Seller (or for transfer to Buyer accompanied by formal notification documents duly executed stock powers) completed for transfer and assignment delivery to Purchaserthe Registrar of Companies; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers and the Company's directors (collectively, "Sellers' Releases"); (iii) an employment agreements containing noncompetition covenants agreement in substantially the form of Exhibit 2.4(a)(iii), 2.4(a)(iii)(A) executed by Sellers Effraim Atad, and amendments to employment agreements in substantially the form of Exhibit 2.4(a)(iii)(B) executed by each other Key Employee (collectively, the "Employment Agreements"); and (iv) a certificate registration rights agreement in the form of Exhibit 2.4(a)(iv), executed by the Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5"Registration Rights Agreement"); (v) a certificate executed by the written Consents of each of Company and Sellers representing and warranting to Buyer that the Company's Investors listed conditions set forth in Schedule 3.27(c) of the Disclosure Letter, Sections 7.1 and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement7.2 below have been satisfied; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellersdeliver: (i) stock certificates representing 155,686 shares of Buyer Common Stock to the following amount by wire transfer Escrow Agent referred to account(s) specified by the Sellers in writing: $3,200,000Section 2.4(c); (ii) to Sellers, a certificate executed by Purchaser Buyer representing and warranting that the conditions set forth in Sections 8.1 and 8.2 below have been satisfied; (iii) to Sellers, checks in the effect thataggregate amount of $1,000.00, except as otherwise stated provided in such certificate, 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 DateSection 2.2(b); and (iiiiv) to Sellers, the Employment AgreementsRegistration Rights Agreement, executed by PurchaserBuyer. (c) Buyer and Sellers will enter into an escrow agreement in substantially the form of Exhibit 2.4(c) (the "Escrow Agreement") with Chase Trust Company of California (or an affiliate thereof) (the "Escrow Agent").

Closing Obligations. At the Closing: (a) Sellers Shareholders will deliver to PurchaserParent: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer to be surrendered to Newco and assignment to PurchaserParent; (ii) releases in the form of Exhibit 2.4(a)(ii2.8(a)(ii) executed by Sellers Shareholders and the Minority Shareholders (collectively, "SellersShareholders' ReleasesRelease"); (iii) employment agreements containing noncompetition covenants Noncompetition Agreements in the form of Exhibit 2.4(a)(iii2.8(a)(iii), executed by Sellers Shareholders and the Minority Shareholders (collectively, the "Employment AgreementsNoncompetition Agreement"); and (iv) the Registration Rights Agreement (defined in Section 6.9) executed by the Shareholders; (v) a certificate executed by Sellers Shareholders representing and warranting to Purchaser Parent and Newco that each of SellersShareholders' 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, each of Purchaser's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is are accurate in all respects as of the Closing Date as if made on the Closing Date; (vi) investment letters executed by Shareholders and the Minority Shareholders in the form attached hereto as Exhibit 2.8(a)(vi); (vii) Amended and Restated Voting Agreement dated September 20, 1995 as amended by Amendment No. 1 to Amended and Restated Voting Agreement dated January 17, 1997, executed by Shareholders; (viii) Amended and Restated Shareholders Agreement dated September 20, 1995 as amended by Amendment No. 1 to Amended and Restated Shareholders Agreement dated January 17, 1997, executed by Shareholders; (b) Parent will deliver: (i) to the Shareholders the Shareholders' Cash Amount less the Shareholders' Cash Contribution as follows: (A) $1,246,806 by bank cashier's or certified check payable to the order of Robe▇▇ ▇. ▇▇▇▇▇▇, (B) $690,730 by bank cashier's or certified check payable to the order of Alan ▇. ▇▇▇▇▇▇▇▇▇, (C) $673,275 by bank cashier's or certified check payable to the order of Dale ▇. ▇▇▇▇▇▇▇; ▇▇d (ii) to the Minority Shareholders the Minority Shareholders' Cash Amount as follows: (A) $539,189 by bank cashier's or certified check payable to the order of the Minority Shareholders per written instructions given by them to Parent on or before the Closing date; and (iii) to the Shareholders the Shareholders' Stock Amount less the Shareholders' Stock Contribution as follows: (A) 257,880 shares of Parent Stock to Robe▇▇ ▇. ▇▇▇▇▇▇, (B) 142,865 shares of Parent Stock to Alan ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d (C) 139,255 shares of Parent Stock to Dale ▇. ▇▇▇▇▇▇▇. (c) Parent will deliver to Shareholders: (i) the Registration Rights Agreement executed by Parent; (ii) the Noncompetition Agreements executed by Parent; (iii) a certificate executed by Parent representing and warranting to Shareholders that Parent and Newco's representations and warranties in this Agreement are accurate in all respects as of the Closing Date as if made on the Closing Date; (iv) the voting agreement whereby certain shareholders of Parent agree on a voting arrangement for the designee of Robe▇▇ ▇ ▇▇▇▇▇▇, ▇▇le ▇. ▇▇▇▇▇▇▇ ▇▇▇ Alan ▇▇▇▇▇▇▇▇▇ (▇▇e "SWI Voting Agreement"). (d) Parent and Shareholders will enter into: (i) the escrow agreement substantially in the form of Exhibit 2.8(d)(i) (the "Escrow Agreement") with Texas Commerce Bank; (ii) the Articles of Merger, which will be filed by Newco; and (iii) the Employment Agreements, executed by Purchaserlease agreement for the Crystal City Texas property in the form attached hereto as Exhibit 2.8(d)(iii). (e) Parent will deliver the Escrow Amount to the Escrow Agent to be held pursuant to the Escrow Agreement.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares and FMS Shares, duly endorsed by the respective Seller (or and accompanied by duly executed stock powers) powers for transfer and assignment to PurchaserBuyer; (ii) releases substantially in the form of Exhibit 2.4(a)(ii2.5(a)(ii) executed by Sellers (collectively, "SellersSELLERS' ReleasesRELEASES"); (iii) employment agreements containing noncompetition covenants a noncompetition/nonsolicitation agreement substantially in the form of Exhibit 2.4(a)(iii), 2.5(a)(iii) executed by Sellers each Seller identified therein (collectively, the "Employment AgreementsNONCOMPETITION/NONSOLICITATION AGREEMENTS"); (iv) a certificate substantially in the form of Exhibit 2.5(a)(iv) executed by Sellers' Representative (the "SELLERS' CERTIFICATE"); and (ivv) a certificate counterpart of a tax procedures agreement substantially in the form of Exhibit 2.5(a)(v) executed by Sellers representing and warranting to Purchaser 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 Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of CreditTAX PROCEDURES AGREEMENT") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company). (b) Purchaser Buyer will deliver to Sellers: (i) the following amount Base Purchase Price consisting of (A) $725,000,000 in the amounts set forth opposite the names of the respective Sellers in Part 2.5(b)(i) of the Sellers Disclosure Schedule (by wire transfer Wire Transfer pursuant to account(sinstructions delivered by Sellers' Representative to Buyer not less than five (5) specified business days prior to Closing); (B) surrender of the Earn▇▇▇ ▇▇▇ey or delivery of $25,000,000 in lieu thereof as provided in Section 2.3; (C) payment of the sum of $35,000,000 to the First Escrow Agent (by Wire Transfer pursuant to instructions delivered by the Sellers in writing: First Escrow Agent to Buyer not less than five (5) business days prior to Closing); (D) payment of the sum of $3,200,00065,000,000 to the Second Escrow Agent (by Wire Transfer pursuant to instructions delivered by the Second Escrow Agent to Buyer not less than five (5) business days prior to Closing) and (E) payment of the Estimated Adjustment Amount; (ii) a certificate substantially in the form of Exhibit 2.5(b)(ii) executed by Purchaser to Buyer (the effect that, except as otherwise stated in such certificate, 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"BUYER'S CERTIFICATE"); and (iii) a counterpart of the Employment Agreements, Tax Procedures Agreement executed by PurchaserBuyer. (c) Buyer and Sellers' Representative will enter into escrow agreements, substantially in the form of Exhibit 2.5(c)-1 (the "FIRST ESCROW AGREEMENT") with the escrow agent designated therein (the "First Escrow Agent") and substantially in the form of Exhibit 2.5

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to PurchaserBuyer: (i) certificates certificate(s) representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), for transfer and assignment to PurchaserBuyer; (ii) releases a release in the form of Exhibit 2.4(a)(ii2.5(a)(ii) executed by Sellers Seller (collectively, "Sellers' ReleasesSeller's Release"); (iii) an employment agreements containing noncompetition covenants agreement in the form of Exhibit 2.4(a)(iii2.5(a)(iii), executed by Sellers M. J▇▇▇▇▇▇▇ (collectively, "Employment Agreements▇. ▇▇▇▇▇▇▇▇ ▇▇▇loyment Agreement"); and; (iv) a certificate executed by Sellers Seller and the Company, representing and warranting to Purchaser Buyer that each of Sellers' Seller's and the Company'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 Sellers Seller and the Company to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5);; and (v) the written Consents an opinion of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure LetterPackman, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ Neuwahl & Rose▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25▇▇▇, and Purchaser acknowledges and agrees that said balance may be paid prior to ▇.A., dated the Closing Date from monies of Date, in the Companyform agreed to by the parties. (b) Purchaser Buyer will deliver to SellersSeller: (i) the following amount $1,011,600 by wire transfer payable to account(s) specified by the Sellers in writing: $3,200,000;order of Seller. (ii) a certificate executed by Purchaser Buyer, representing and warranting to the effect that, except as otherwise stated in such certificate, Seller that each of PurchaserBuyer'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; andDate (giving full effect to any supplements to the Buyer's Disclosure Letter prior to the Closing Date in accordance with Section 6.4); (iii) the Employment AgreementsM. J▇▇▇▇▇▇▇ ▇▇▇loyment Agreement, executed by PurchaserBuyer; (iv) an opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇▇P, dated the Closing Date, in the form agreed to by the parties; and (v) the Interest due pursuant to Section 2.6 hereof.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by original share registry document of the respective Seller (or accompanied by duly executed stock powers) for Company reflecting the transfer and assignment of the UDT Shares to PurchaserBuyer in a manner legally effective to transfer full ownership rights in the UDT Shares to Buyer under Korean law; (ii) releases a release in the form of Exhibit 2.4(a)(ii2.3(a)(ii) executed by Sellers Seller (collectively, "Sellers' ReleasesSeller's Release"); (iii) employment agreements containing noncompetition covenants in tax clearance certificates for national tax and local tax for the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); andCompany for the past three financial years; (iv) a certificate executed by Sellers representing and warranting Seller to Purchaser the effect that each of Sellers' 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 Sellers to Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanyDate. (b) Purchaser Buyer will deliver to SellersSeller: (i) certificates representing the following amount by wire transfer to account(sMaxus Shares, issued in the name of Seller in accordance with Section 2.1(b) specified by the Sellers in writing: $3,200,000above; (ii) options in form determined by Buyer granting to those persons listed in Schedule 2.3(b)(ii) the right to acquire the number of common shares set forth opposite the names of such persons in Schedule 2.3(b)(ii) for the market price of the common shares at the Closing Date; and (iii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, that each of PurchaserBuyer'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 (iii) the Employment Agreements, executed by Purchaser.

Closing Obligations. At the Closing: (a) Sellers will deliver deliver, or cause to Purchaserbe delivered, to Buyer: (i) certificates representing a ▇▇▇▇ of sale, assignment and assumption agreement in form reasonably acceptable to Buyer and Sellers (the Shares"▇▇▇▇ of Sale, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) for transfer Assignment and assignment to PurchaserAssumption Agreement"); (ii) releases warranty deeds in recordable form for the Owned Property that is owned by the Company; (iii) such other instruments of transfer and documents as Buyer may reasonably request; (iv) an affidavit in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that none of Sellers is a foreign person within the meaning of Section 1445(f)(3) of the Code, and any corresponding affidavit required for state tax purposes; (v) a noncompetition agreement in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii2.5(a)(v), executed by Sellers (collectively, the "Employment AgreementsNoncompetition Agreement"); and (ivvi) a certificate executed by Sellers representing and warranting to Purchaser Buyer that 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 Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount Thirteen Million Dollars ($13,000,000) by wire transfer to account(s) an account specified by the Sellers in writing: $3,200,000Sellers; (ii) the sum of Three Million Dollars ($3,000,000), which the Buyer will deliver, on behalf of the Company, to the escrow agent referred to in Section 2.5(c) (the "Escrow Agent") by bank cashier's or certified check; (iii) the ▇▇▇▇ of Sale, Assignment and Assumption Agreement; and (iv) a certificate executed by Purchaser Buyer representing and warranting to the effect that, except as otherwise stated in such certificate, Sellers that each of PurchaserBuyer's 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; and. (iiic) Buyer and Sellers will enter into an escrow agreement in the Employment Agreementsform of Exhibit 2.5(c) (the "Escrow Agreement") with a mutually agreeable financial institution ____________. The parties agree that the amount delivered to the Escrow Agent pursuant to Section 2.5 (b) (ii) constitutes funds of the Company, executed received by Purchaserthe Company as a portion of the Purchase Price, that are delivered to the Escrow Agent on behalf of the Company to provide the Buyer with assurance of certain payments that may become due to the Buyer from the Company, as provided in the Escrow Agreement.

Closing Obligations. At the Closing: (a) Sellers will deliver to PurchaserBuyer: (i) certificates representing the Shares, duly endorsed by the respective Seller (or Shares accompanied by duly executed stock powers) for transfer and assignment to Purchaser; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers ▇. ▇▇▇▇▇, ▇. ▇▇▇▇▇ and Michelin (collectively, the "Sellers' Releases"); (iii) employment agreements containing noncompetition covenants in the form of Exhibit 2.4(a)(iii), executed by Sellers ▇. ▇▇▇▇▇ and Michelin (collectively, the "Employment Agreements"); and; (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by ▇. ▇▇▇▇▇ and Michelin (collectively, the "Noncompetition Agreements"); (v) resignations from all current officers and directors of the Company other than ▇. ▇▇▇▇▇ who shall remain President of the Company and Michelin who shall remain Vice President of the Company; (vi) a certificate executed by Sellers representing and warranting to Purchaser the effect that (A) 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 Date; and (giving full effect to any supplements to B) each of the Disclosure Letter that were delivered by covenants and agreements of Sellers to Purchaser be performed prior to the Closing Date in accordance has been duly performed or complied with Section 5.5)by the Seller; (vvii) a certificate from the written Consents Secretary of each of the Company attaching and certifying to (a) the Company's Investors listed in Schedule 3.27(cOrganizational Documents and (b) resolutions of the Disclosure Letter, and board of each agency or instrumentality listed in Schedule 3.14 directors of the Disclosure LetterCompany approving the Contemplated Transactions; (viii) the earnout agreement in the form of Exhibit 2.4(a)(vii), consenting to execute by Sellers (the purchase and sale contemplated by this "Earnout Agreement"); and (viix) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released documents contemplated by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the CompanySection 7.3 hereof. (b) Purchaser Buyer will deliver to Sellers: (i) the following amount Initial Purchase Price by bank cashier's check or by wire transfer to account(s) the accounts specified by Sellers, to be allocated among the Sellers in writing: $3,200,000pursuant to the allocation schedule set forth on Part 2.4 of the Disclosure Letter; (ii) a certificate executed by Purchaser Buyer to the effect that, except as otherwise stated in such certificate, (A) each of PurchaserBuyer'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; andand (B) each of the covenants and agreements of Buyer to be performed prior to the Closing Date has been duly performed and complied with by Buyer; (iii) a certificate from the Secretary of Buyer attaching and certifying to (a) the Buyer's Organizational Documents and (b) resolutions of the board of directors of Buyer authorizing the Contemplated Transactions; (iv) the Employment Agreements, executed by Purchaserthe Company and Buyer; (v) the Noncompetition Agreements, executed by Buyer; (vi) the Earnout Agreement, executed by Buyer; and (vii) the documents contemplated by Section 8.3 hereof.

Closing Obligations. At the Closing: (a) Sellers will deliver deliver, or cause to Purchaserbe delivered, to Buyer: (i) certificates the certificate(s) representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the National Association of Securities Dealers, Inc., for transfer and assignment to PurchaserBuyer; (ii) releases the employment agreement in substantially the form of Exhibit 2.4(a)(ii) executed hereto with ▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing at, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, NV 89014, and currently the Company’s Chief Operating Officer (“DG”) ( “Employment Agreement”), executed, by Sellers (collectively, "Sellers' Releases")DG; (iii) employment agreements containing noncompetition covenants the consulting agreement in substantially the form of Exhibit 2.4(a)(iii) hereto with D& L Partnership, a Nevada General Partnership, the only partners of which are DF and LF (the “Consulting Agreement”); (iv) non-competition agreements in the form of Exhibits 2.4(a)(iv) (DF) (LF), and (D&L) hereto, executed by each of the Sellers (collectively, "Employment the “Non-competition Agreements"”); and; (ivv) an opinion of ▇▇▇▇ Doechung ▇▇▇, as counsel to Sellers and the Company, addressed to the Buyer in substantially the form of Exhibit 2.4 (v) hereto; (vi) a certificate executed by Sellers and the Company representing and warranting to Purchaser Buyer that each of Sellers' ’ and Company’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 Sellers to Purchaser Buyer prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Purchaser will deliver to Sellers: (i) the following amount by wire transfer to account(s) specified by the Sellers in writing: $3,200,000; (ii) a certificate executed by Purchaser to the effect that, except as otherwise stated in such certificate, 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 (iii) the Employment Agreements, executed by Purchaser.