Common use of Closing Obligations Clause in Contracts

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all the Shares or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to the Buyer; (ii) statements of all the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) the Sellers will SELLER. Seller shall execute, as appropriate, and deliver (or cause to the be executed and delivered) to Buyer: (i) share certificates Certificates representing all of the KLI Shares, duly endorsed in respect of all the Shares blank, or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms stock powers, in favour of the Buyer in a proper form acceptable to the Buyerfor transfer; (ii) statements of Certificates representing all the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) powers of attorney in a form acceptable to the BuyerJSL Shares, duly endorsed in blank, or accompanied by duly executed by each Seller appointing the Buyer as their attorney to exercise all rights stock powers, in respect of their Shares pending registration of the transfer of their Shares in the Company’s register of membersproper form for transfer; (iv) service agreementsa copy, certified by an officer of Seller, of minutes evidencing the corporate action referred to in Section 6.02(d); ---------------- (v) Certificates of Existence from the Secretary of State of Tennessee for each of KLI and JSL dated no more than fifteen (15) days before the Closing Date; (vi) the certificate of officers of Seller referred to in a form acceptable Section ------- 6.02(e); ------- (vii) any consents or waivers described in Section 6.02(f), to the --------------- extent not previously received by Buyer; (viii) the Sublease Agreement referred to in Section 5.06; ------------- (ix) the Consent of Cooper Commercial Properti▇▇ ▇▇, duly LLC to Seller's entry into the Sublease Agreement referred to in Section 5.06; ------------ (x) a Non-Disturbance, Attornment and Estoppel Agreement on terms reasonably satisfactory to Buyer and executed and delivered by the Company and by each of the following persons: Cooper Commercial Prop▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇IX, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 directorSeller; (xi) the statutory Resignations of those officers and non-statutory registers and books directors of each 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 anyCompanies as requested by Buyer; and (xii) evidence satisfactory such other documents necessary to effectuate the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Datetransactions contemplated by this Agreement. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) the Sellers will deliver deliver, or cause to the be delivered, to Buyer: (i) share certificates in respect of all the Shares certificate(s) representing the Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour signatures guaranteed by a commercial bank or by a member firm of the Buyer in a form acceptable National Association of Securities Dealers, Inc., for transfer to the Buyer; (ii) statements the employment agreement in substantially the form of all the bank accounts of the Company, showing their balances as at a date not more than two (2Exhibit 2.4(a)(ii) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇hereto with ▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing at, ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 safes of the Company, if any, (B) to the extent not at the Company premises all keys and combinations to all locks (including building, roomNV 89014, 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 currently the Company’s sealChief Operating Officer (“DG”) ( “Employment Agreement”), if any; and (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been releasedexecuted, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the BuyerDG; (iii) the Disclosure Letterconsulting agreement in substantially the form of Exhibit 2.4(a)(iii) hereto with D& L Partnership, duly signed 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, the “Non-competition Agreements”); (v) 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 acknowledge receipt.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 Buyer prior to the Closing Date in accordance with Section 5.5); and

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares or indemnities Shares, duly endorsed for lost share certificates (any indemnities transfer to be in a form acceptable to the Buyer), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to the Buyer; (ii) statements of all the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) powers of attorney employment agreements in a form acceptable satisfactory to the Buyer, duly in Buyer's sole discretion, acting reasonably, 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: Ivan ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇au▇ ▇▇▇▇▇, ▇▇lc▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇vi▇ ▇▇▇▇▇▇ and , ▇▇▇ an ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇vi▇ ▇▇▇, ▇▇nd▇ ▇▇▇▇, ▇▇ex ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 rk ▇▇▇▇▇▇ ▇▇▇ Cliv▇ ▇▇▇▇▇▇▇ as a director(▇▇llectively, "Employment Agreements"); (xiiii) the statutory and non-statutory registers and books a certificate executed by each of the Company Sellers severally, representing and warranting to Buyer that each of 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 (including giving full effect to any supplements to the minute books, register of members and registers of allotments and transfersDisclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 6.5); (iv) in each case duly written up [Intentionally Omitted] (v) such other documents as may be required pursuant to Closing and the Company’s seal, if anySection 8 below; and (xiib) evidence satisfactory Subject to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been releasedSellers' performing all their obligations including, in each case as of the Closing Date. (baccordance with Paragraph 3.4(a) the Sellers shall pay or shall procure that there shall be paid the amount required to satisfy all of the Indebtedness. (c) the above, Buyer will deliverdeliver to Sellers: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2;[Intentionally Omitted] (ii) a bank cashier's or certified check payable to the order of each of the Sellers, respectively, in the Escrow Account Instruction Letter, duly executed and delivered by amount of the Buyercash portion of the Purchase Price; (iii) a certificate executed by Buyer to the Disclosure Lettereffect that, duly signed except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iv) the Employment Agreements, executed by the Buyer to acknowledge receiptCompany.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour signatures guaranteed by a commercial bank or by a member firm of the Buyer in a form acceptable New York Stock Exchange, for transfer to the Buyer; (ii) statements releases in the form of all the bank accounts of the CompanyExhibit 2.4(a)(ii) executed by Sellers (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers employment agreements in the form of attorney in a form acceptable to the BuyerExhibit 2.4(a)(iii), 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇ and Will ▇▇▇▇▇▇▇▇▇ (collectively, "Employment Agreements"); (iv) investment letters in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Investment Letters"); and (v) a certificate executed by Sellers, excluding ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ representing and ▇▇▇ ▇▇▇▇▇▇▇;warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 6.5); and (vi) Loan Agreements in the Escrow Account Instruction Letterform of Exhibit 2.4(a)(vi), duly executed and delivered by each of the Sellers;Company (the "Loan Agreements"); and (vii) a shareholder's agreement in the Disclosure Letter, duly signed form of Exhibit 2.4(a)(vii) executed by Sellers (the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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"Shareholders' Agreement"), safe deposit boxes, lock boxes and 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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 deliverdeliver to Sellers: (i) Payment by telegraphic transfer by same day payment in immediately available funds of certificates representing the following amounts: (i) One Million Purchase price, which Buyer and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions Sellers mutually agree that for purposes of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the sum shall represent a value 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2$1,000,000; (ii) to the Sellers, Loan Agreement evidencing a line of credit for the Escrow Account Instruction Letter, duly Company in an amount of not less than $358,000 executed and delivered by the BuyerLender; (iii) a certificate executed by Buyer to the Disclosure Lettereffect that, duly signed except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iv) the Employment Agreements, executed by the Company; and (v) the Shareholders' Agreement executed by Buyer; and (vi) Option Agreements in the form of Exhibit 2.4(b)(vi) executed by Buyer (the "Option Agreement") granting Sellers, collectively an option to acknowledge receiptpurchase 150,000 shares of Buyer's common stock.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer)and FMS Shares, together with duly endorsed and accompanied by duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable stock powers for transfer to the Buyer; (ii) statements releases substantially in the form of all the bank accounts of the Company, showing their balances as at a date not more than two Exhibit 2.5(a)(ii) executed by Sellers (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"SELLERS' RELEASES"); (iii) powers a noncompetition/nonsolicitation agreement substantially in the form of attorney in a form acceptable to the Buyer, duly Exhibit 2.5(a)(iii) executed by each Seller appointing identified therein (the Buyer as their attorney to exercise all rights in respect of their Shares pending registration of the transfer of their Shares in the Company’s register of members"NONCOMPETITION/NONSOLICITATION AGREEMENTS"); (iv) service agreements, each a certificate substantially in the form of Exhibit 2.5(a)(iv) executed by Sellers' Representative (the "SELLERS' CERTIFICATE"); and (v) a counterpart of a tax procedures agreement substantially in the form acceptable of Exhibit 2.5(a)(v) executed by Sellers (the "TAX PROCEDURES AGREEMENT"). (b) Buyer will deliver to Sellers: (i) the Buyer, duly executed and 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 pursuant to instructions delivered by the Company and by each Sellers' Representative to Buyer not less than five (5) business days prior to Closing); (B) surrender of the following persons: ▇▇▇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 First Escrow Agent to Buyer not less than five (5) business days prior to Closing); (D) payment of the sum of $65,000,000 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; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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; (xii) a copy certificate substantially in the form of Exhibit 2.5(b)(ii) executed by Buyer (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"BUYER'S CERTIFICATE"); and (xiiiii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as a counterpart of the Closing Date. (b) the Sellers shall pay or shall procure that there shall be paid the amount required to satisfy all of the IndebtednessTax Procedures Agreement executed by Buyer. (c) Buyer and Sellers' Representative will enter into escrow agreements, substantially in the Buyer will deliver: form of Exhibit 2.5(c)-1 (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "EscrowFIRST ESCROW AGREEMENT") with the escrow agent designated therein (the "First Escrow Agent") and (ii) substantially in the sum form 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.Exhibit 2.5

Closing Obligations. At the Closing:: ------------------- (a) the Sellers The Stockholders will deliver to the BuyerWMT: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour signatures guaranteed by a commercial bank or by a member firm of the Buyer in a form acceptable New York Stock Exchange, for transfer to the BuyerWMT; (ii) statements an employment agreement in substantially the form of all the bank accounts of the CompanyExhibit C-1 attached hereto, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: Carlton ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, and, if such are executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇ . ▇▇▇▇▇▇, employment agreements in substantially the forms of Exhibits C-2, C-3 and C-4, respectively attached hereto (collectively, the "Employment Agreements"); (iii) noncompetition agreements 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 F attached hereto, executed by ▇▇▇ (the "▇▇▇ Agreement"); (v) employment agreementsthe Registration Rights Agreement, each in substantially the form of Exhibit G attached hereto, executed by Stockholder 2 (the "Registration Rights Agreement"); and (vi) a form acceptable to the Buyer, duly certificate executed and delivered by the Company and by each of the following persons: ▇▇Stockholders representing and warranting to WMT that, except as otherwise stated in such certificate, each of the 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 WMT; (v) the ▇▇▇ ▇▇▇▇▇▇Agreement, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇executed by WMT; (vi) the Escrow Account Instruction LetterRegistration Rights Agreement, duly executed and delivered by each of the Sellers;WMT; and (vii) the Disclosure LetterNoncompetition Agreements, duly signed executed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing DateWMT. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour signatures guaranteed by a commercial bank or by a member firm of the Buyer in a form acceptable New York Stock Exchange, for transfer to the Buyer; (ii) statements releases in the form of all the bank accounts of the CompanyExhibits 2.4(a)(ii)-1 and 2.4(a)(ii)-2 executed by Sellers (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers of attorney in a form acceptable to the Buyercertificate, duly executed by each Seller appointing the Buyer as their attorney to exercise all rights in respect of their Shares pending registration on behalf of the transfer of their Shares in Sellers by the Company’s register '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), and approved by Buyer (which approval shall not be unreasonably withheld or delayed), setting forth, with reasonably detailed supporting calculations, the Company's estimated consolidated net worth and the Adjustment Amount as of members;the Closing Date. (iv) service agreements, each in a form acceptable certificate executed by Sellers representing and warranting (subject to the Buyer, duly executed 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 Buyer prior to the Company and Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) $16,000,000 less the 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 accounts specified by each of the following persons: Sellers. (ii) the sum of $1,000,000 to the escrow agent referred to in Section 2.4(c) by wire transfer to an account specified by said escrow agent; (iii) the sum of $875,000 to Lukins & Annis, P.S. to be h▇▇▇ ▇▇ tr▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇;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. (viv) employment agreementsa certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of this Agreement was accurate in all of the directors serving on the board of directors of the Company, effective respects as of the Effective Date, date of this Agreement and is accurate in a form acceptable to the Buyer; (A) all instruments or documents necessary to change the names respects as 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 safes of Closing Date as if made on 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 anyDate; and (xiic) evidence satisfactory to Buyer and Sellers will enter into an escrow agreement at Closing in the Buyer that form of Exhibit 2.4(c) (the Company indebtedness to NatWest has been fully satisfied and any liens associated "Escrow Agreement") with such indebtedness have been released, in each case as of the Closing DateFirst Union National Bank. (bd) Title to the Sellers shall pay or shall procure that there shall be paid Shares held in the amount required to satisfy all Shareholder IRAs is in the name of custodians, which hold title thereto for the benefit of the IndebtednessPersons 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. (ce) Company will hav▇ purchased a six (6) year extended reporting period ("tail") endorsement for the Buyer will deliver: (i) Payment existing officers' and directors' liability insurance maintained by telegraphic transfer by same day payment the Company, the expense of which shall be included in immediately available funds calculation of the following amounts: (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receiptAdjustment Amount.

Closing Obligations. At the Closing: (a) At the Closing Sellers will deliver to the BuyerInsignia: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable stock powers) for transfer to the BuyerIFG Acquisition Subsidiary; (ii) statements of all the bank accounts of the CompanyEmployment Agreement Reaffirmation Certificates, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ and any other person who has executed an Employment Agreement prior to Closing; (iii) the Shareholders' Agreement, executed by ▇. ▇▇▇▇▇, the ▇▇▇▇ ▇▇▇▇, ▇. ▇▇▇▇▇ 1988 Trust, and the ▇▇▇▇▇▇, ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇1994 Trust; (iv) the Ciepiel Acknowledgment; (v) the Software Certificates; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers[intentionally omitted]; (vii) the Disclosure Letter, duly signed a certificate executed by the Sellers; (viii) the resignations of all Sellers representing and warranting to Insignia that, except as otherwise stated in such certificate, each of the directors serving on the board of directors of the Company, effective Sellers' representations and warranties in this Agreement was accurate in all respects as of the Effective Date, date of this Agreement and is accurate in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case material respects as of the Closing DateDate as if made on the Closing Date (giving full effect to any Modification Notices) and certifying to Insignia that Sellers have performed their obligations under Section 5 hereof and that all conditions in Section 7 hereof have been satisfied (the "Sellers' Closing Certificate") (the documents referenced in (a)(i) through (a)(vii) are collectively the "Sellers' Closing Documents"). (b) At the Sellers shall pay or shall procure that there shall be paid Closing, subject to the amount required to satisfy all terms of Sections 2.1 and 2.2 hereof, Insignia will deliver the Indebtedness. (c) the Buyer will deliverfollowing: (i) Payment by telegraphic transfer by same day payment the Closing Cash Amount and the IFG Purchase Shares in immediately available funds the following form, to be distributed in the aggregate to Sellers in proportion to their interest in each of the following amounts: Realty One Companies and in accordance with the allocation of the Purchase Price forth on Exhibit 2.4(b)(i): (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (iiA) the sum of US$11,812,500 and £600,000 Closing Cash Amount delivered to the Sellers’ Solicitors’ Client Account (and such payment shall constitute valid discharge ' Representative pursuant to wiring instructions from the Sellers' Representative, to be distributed to Sellers after taking into account the distribution of the Buyer’s obligations IFG Purchase Shares described herein in accordance with Exhibit 2.4(b)(i); and (B) the IFG Purchase Shares to pay such sumsthe Sellers' Representative for distribution to the applicable Seller(s) as shown on Exhibit 2.4(b)(i). The payment of the sums in (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly Shareholders' Agreement executed and delivered by the BuyerIFG; (iii) a certificate executed by Insignia to the Disclosure Lettereffect that, duly signed except as otherwise stated in such certificate, each of Insignia'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 respects as of the Closing Date as if made on the Closing Date and certifying to R-ONE and Sellers that Insignia has performed its obligations under Section 6 hereof and that all conditions in Section 8 hereof have been satisfied (the "Insignia's Closing Certificate"); (iv) Employment Agreement Reaffirmation Certificates executed by Insignia or a Related Party thereof (the Buyer to acknowledge receiptdocuments referenced in (b)(i) through (b)(iv) are collectively "Insignia's Closing Documents").

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable for transfer to the Buyer; (ii) statements releases in the form of all the bank accounts of the CompanyExhibit 2.4(a)(ii) executed by Sellers (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers employment agreements in the form of attorney in a form acceptable to the BuyerExhibit 2.4(a)(iii), 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 Company’s register of membersSellers (collectively, "Employment Agreements"); (iv) service agreementsconfidentiality 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 (v) a certificate executed by Rowe representing a▇▇ ▇arranting to Buyer that each of Sellers' representations and warranties in a form acceptable 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 Buyer, duly executed and Disclosure Letter that were delivered by Sellers to Buyer prior to the Company and by each of Closing Date in accordance with Section 5.5. (b) Buyer will deliver to Sellers: (i) the following persons: amounts by bank cashier's or certified check payable to the order of Rowe, Romagnoli, Cassidy and Monica ▇▇▇▇▇▇▇ively: One Mil▇▇▇▇ ▇ive Hundred Four Thousand, One Hundred Eighty-Six Dollars ($1,504,186) to Rowe; Twenty Nine T▇▇▇▇and Three Hundred Two Dollars ($29,302) to Romagnoli, Twenty N▇▇▇ ▇▇▇▇▇▇▇▇▇, and Three Hundred Two Dollars ($29,302) to Cassidy; and Fifty-▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇;housand Six Hundred Five Dollars ($58,605) to Monica. (vii) employment agreementsa certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of this Agreement was accurate in all of the directors serving on the board of directors of the Company, effective respects as of the Effective Date, date of this Agreement and is accurate in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case respects as of the Closing Date as if made on the Closing Date. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure LetterEmployment Agreements, duly signed executed by Buyer; and (iv) a Lease Guaranty in the Buyer to acknowledge receiptform as attached hereto as Exhibit 2.4(b)(iv).

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable stock powers) for transfer to the Buyer; (ii) statements an employment agreement in substantially the form of all the bank accounts of the CompanyExhibit 2.4(a)(ii), showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. (the "Employment Agreement"); (iii) a noncompetition agreement in the form of Exhibit 2.4(a)(iii), executed by H. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. (the "Noncompetition 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 (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date. (b) Buyer will deliver to Sellers: (i) $1,500,000 by wire transfer to accounts specified by Sellers; (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 Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and ▇▇▇ ▇▇▇▇▇▇▇warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (vi) the Escrow Account Instruction Letter, duly Employment Agreements executed and delivered by each of the Sellers;Buyer; and (vii) the Disclosure LetterFacility Lease executed by Premier, duly signed which will be personally guaranteed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to a guaranty agreement in the provisions form of this Agreement and the Escrow Account Instruction Letter, the "Escrow"Exhibit 2.4(b)(vii)(A) and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price guaranteed by Buyer pursuant to Section 2.2; (ii) to a guaranty agreement in the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receiptform of Exhibit 2.4(b)(vii)(B).

Closing Obligations. At the Closing: (a) Seller or the Sellers Parent Entity, as applicable, will deliver or cause to the be delivered to Buyer: (i) share certificates such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in respect the Buyer good and marketable title in and to all the Company Assets, together with copies of all the Shares contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) the Intellectual Property Assignment in the form attached hereto as Exhibit 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as --------------------- Exhibit 2.4(a)(iii)-2 (the "Employment Agreements"); --------------------- (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 Seller and the Parent Entity representing and warranting to Buyer that each of 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of 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 indemnities for lost share certificates (the compliance by Seller with, any indemnities covenant or obligation required to be in a form acceptable performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Buyer), together with duly executed and delivered Stock Transfer Forms in favour Seller (or to such other Persons designated below): (i) the cash portion of the Buyer Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in a form acceptable to the BuyerSections 2.2(a) and 2.5 below); (ii) statements of all the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 nonNon-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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to the provisions of this Competition Agreement and the Escrow Account Instruction LetterEmployment Agreements, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly all executed and delivered by the Buyer; (iii) a certificate executed by Buyer representing and warranting to the Disclosure LetterSeller and the Parent Entity that each of Buyer'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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, duly signed dated the Closing Date, 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 Buyer of, or the compliance by Buyer with, any covenant or obligation required to acknowledge receiptbe performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all evidencing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms in favour irrevocable stock powers), for transfer to Buyer, which shall be effective to transfer all of the Buyer Sellers' right, title and interest in a form acceptable and to the BuyerShares, free and clear of all Encumbrances; (ii) statements of all employment agreements in the bank accounts of form of, or containing the Companymaterial terms set forth in, showing their balances as at a date not more than two (2) days before the date of ClosingExhibit 2.4(a)(ii), and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ (collectively, the "Employment Agreements"); (iii) noncompetition agreements in the form of Exhibit 2.4(a)(iii), executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "Noncompetition Agreements"); (iv) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement were accurate in all respects as of the date of this Agreement and are accurate in all respects as of the Closing Date as if made on the Closing Date; and (v) employment agreementssuch other documents, each in a form acceptable instruments and agreements that Buyer may reasonably request no later than two business days prior to the BuyerClosing, duly executed and delivered which Sellers have the power to deliver, in order to consummate the Contemplated Transaction. (b) Buyer will deliver to Sellers: (i) $40,750,000 in cash payable by bank cashier's or certified check payable to the order of Seller Representative, or by wire transfer to accounts specified by the Company and Sellers' Representative not later than 3 days before the Closing Date; (ii) $2,000,000 in cash as the Holdback payable by each bank cashier's check payable to the order of the following persons: Custodian, or by wire transfer to accounts specified by the Custodian. (iii) $1,296,000 in cash payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇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; (viiv) a certificate executed by Buyer to the Escrow Account Instruction Lettereffect that, duly executed and delivered by except as otherwise stated in such certificate, each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of Buyer's representations and warranties in this Agreement was accurate in all of the directors serving on the board of directors of the Company, effective respects as of the Effective Date, date of this Agreement and is accurate in a form acceptable to the Buyer; (A) all instruments or documents necessary to change the names respects as 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 safes of Closing Date as if made on 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 anyDate; and (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (bv) the Sellers shall pay or shall procure that there shall be paid the amount required to satisfy all of the IndebtednessEmployment Agreements, executed by Buyer. (c) the Buyer will deliver: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) Sellers or the Sellers Company, as applicable, will deliver or cause to the be delivered to Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed signatures of Sellers in attendance at Closing notarized at Closing, and delivered Stock Transfer Forms signatures of Sellers not in favour attendance guaranteed by a commercial bank or by a member firm of the Buyer in a form acceptable New York Stock Exchange, for transfer to the Buyer; (ii) statements of all the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) powers of attorney in a form acceptable to the Buyer, duly Consulting Agreements 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and in the form attached hereto as EXHIBIT ------- 2.4(a)(iii) (the "Employment Agreements");] ----------- (iv) a certificate executed by Sellers and the Company representing and warranting to 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 (the "Sellers' Closing Certificate"); (v) employment agreementsopinion(s) of counsel, each dated the Closing Date, in a the form of 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 State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to the Buyer, duly ; and (vi) separate Non-Competition Agreements executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇.▇▇ . ▇▇▇▇▇▇▇; ▇ in the form attached hereto as EXHIBIT 2.4(a)(vi) (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers;"Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the Disclosure Letterpurpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), duly signed (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 be performed or complied with by the Sellers; , or (viii4) otherwise facilitating the resignations consummation or performance of all any of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing DateContemplated Transactions. (b) 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:deliver to each Seller (or to such other Persons designated below): (i) Payment by telegraphic transfer by same day payment in immediately available funds such Seller's share of the following amounts: (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount Purchase Price as set forth in instructions to be held pursuant to provided by Sellers together with the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2;Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the Sellersterms of the Consulting Agreement, the Escrow Account Instruction Letter, duly executed and delivered by Non-Competition Agreements and/or the BuyerEmployment Agreements; (iii) the Disclosure LetterConsulting Agreement, duly signed the Non-Competition Agreements and the Employment Agreements, all executed by the Buyer;] (iv) a certificate executed by Buyer to acknowledge receiptthe effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, 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 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.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms in favour of the stock powers) MPW Management Services for transfer to Buyer in a form acceptable to the BuyerSub; (ii) statements a certificate executed by the Chief Executive or Chief Financial Officer of each of Sellers to the effect that, except as otherwise stated in such certificate, each of Sellers' representations and warranties in this Agreement was accurate in all the bank accounts respects as of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, this Agreement and a reconciliation (is accurate in all respects as of the Closing Date as if made up to Closing) of those statements to cash book balances and on the cheques book(s)Closing Date; (iii) powers an opinion of attorney in a form acceptable to the BuyerJone▇, 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 ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇bstantially in the Company’s register form of membersEXHIBIT C attached hereto; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by an employment agreement between the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇Dean ▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable fully executed counterparts to the BuyerNashville Lease and, duly executed and delivered by if the Company and by each of required Consents have been obtained, the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇Rochester Hills License; (vi) the Escrow Account Instruction Letterdocumentary evidence, duly executed in a form satisfactory to Buyer, that Sellers have obtained all consents and delivered by each waivers of the Sellers;third-parties listed on SCHEDULES 3.2(c) to this Agreement; and (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations resignation of all each director of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing DateAcquired Companies. (b) 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 deliverdeliver to Sellers: (i) Payment the Estimated Purchase Price by telegraphic wire transfer by same day payment in of immediately available funds of the following amounts: (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2an account or accounts specified by Group; (ii) a certificate executed by the Chief Executive or Chief Financial Officer of each of Parent and Buyer Sub to the Sellerseffect that, except as otherwise stated in such certificate, each of Parent's and Buyer Sub's respective representations and warranties in this Agreement were accurate in all respects as of the Escrow Account Instruction Letter, duly executed date of this Agreement and delivered by are accurate in all respects as of the BuyerClosing 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 (iv) fully executed counterparts to the Disclosure LetterNashville Lease and, duly signed by if the Buyer to acknowledge receiptrequired Consents have been obtained, the Rochester Hills License.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable stock powers) for transfer to the Buyer; (ii) statements releases in the form of all the bank accounts of the CompanyExhibit 2.4(a)(ii) executed by Sellers (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers employment agreements in the form of attorney in a form acceptable to the BuyerExhibit 2.4(a)(iii), 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: W▇▇▇▇▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ (collectively, "Employment Agreements"); and (iv) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and (b) Buyer will deliver to Sellers: (i) the following amounts by wire transfer to accounts specified by B▇▇▇▇▇▇▇▇ and W▇▇▇▇▇▇▇▇▇▇ Co., respectively: $1,125,000.00 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 Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement; (v) the Employment Agreements the terms of which have been negotiated by W▇▇▇▇▇▇▇▇▇▇, B▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Buyer, 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▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ B▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors ▇ will be provided copies of the Company's instruction letter to its transfer agent, effective as 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 Effective DateDisclosure Letter ("Company Employee") on such terms and conditions as determined by Buyer in its sole discretion, in a form acceptable to the 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 accountsprovided, other accountshowever, certificates of deposits, marketable securities, other investments (including Bank Mandate Forms), safe deposit boxes, lock boxes and 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 ▇▇▇▇▇ W▇▇▇▇▇▇ as a director and the Company Secretary and ▇▇▇▇▇'▇ and B▇▇▇▇▇ as a director;▇▇▇▇' employment with the Company will be in accordance with their respective Employment Agreements in Section 2.4(a)(iii) hereof. (xid) 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 statutory Closing. Service with the Company prior to Closing for Company Employees shall be counted, considered and non-statutory registers aggregated with service to Buyer for purposes of eligibility and books vesting under such plans. (e) Buyer hereby recognizes that the Qualified Profit Sharing Plan of the Company (including the minute bookswas terminated effective March 31, register of members 2005 and registers of allotments acknowledges and transfers) in each case duly written up to Closing and the Company’s seal, if any; and (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (i) Payment by telegraphic transfer by same day payment in immediately available funds of the following amountsagrees that: (i) One Million and Eighty Thousand pounds (£1,080,000) steps to carry out of the Escrow Account (such amount to be held pursuant to termination of the provisions of this Agreement Qualified Profit Sharing Plan and the Escrow Account Instruction Letterliquidation of the related trust shall be taken as soon as administratively feasible by Sellers at their expense, such to include the "Escrow") and distribution of participant accounts in accordance with applicable Plan provisions; (ii) the sum of US$11,812,500 and £600,000 Company shall be permitted to make any disclosed employer contributions into the Sellers’ Solicitors’ Client Account (and such payment shall constitute valid discharge Qualified Profit Sharing Plan on account of the Buyer’s obligations to pay such sums). The payment of the sums in (i) plan year ended March 31, 2005; and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Lettertrustees of the Qualified Profit Sharing Plan and its related trust, duly signed by as of its termination date, shall remain the Buyer to acknowledge receipttrustees 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 will deliver to the BuyerPurchaser: (i) share certificates in respect of all representing the Shares Shares, duly endorsed by the respective Seller (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed stock powers) for transfer and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable assignment to the BuyerPurchaser; (ii) statements releases in the form of all the bank accounts of the CompanyExhibit 2.4(a)(ii) executed by Sellers (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers employment agreements containing noncompetition covenants in the form of attorney in a form acceptable to the BuyerExhibit 2.4(a)(iii), 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 Company’s register of members;Sellers (collectively, "Employment Agreements"); and (iv) service agreements, a certificate executed by Sellers representing and warranting to Purchaser that each of Sellers' representations and warranties in a form acceptable 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 Buyer, duly executed and Disclosure Letter that were delivered by Sellers to Purchaser prior to the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇Closing Date in accordance with Section 5.5); (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by written Consents of each of the following persons: ▇▇▇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▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered been released by each said bank from his guaranty of the Sellers; (vii) Line of Credit. Sellers represent and warrant the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving outstanding balance on the board Line of directors 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, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) the Sellers shall pay or shall procure that there shall be paid the amount required Purchaser will deliver to satisfy all of the Indebtedness. (c) the Buyer will deliverSellers: (i) Payment by telegraphic transfer by same day payment in immediately available funds of the following amountsamount by wire transfer to account(s) specified by the Sellers in writing: (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2$3,200,000; (ii) a certificate executed by Purchaser to the Sellerseffect 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 Escrow Account Instruction Letter, duly executed date of this Agreement and delivered by is accurate in all respects as of the Buyer;Closing Date as if made on the Closing Date; and (iii) the Disclosure LetterEmployment Agreements, duly signed executed by the Buyer to acknowledge receiptPurchaser.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed stock powers) for transfer to Buyer and delivered Stock Transfer Forms in favour the case of EAG and EIL duly executed transfers of the Buyer in a form acceptable to EAG Shares, the BuyerEIL Shares and the shares of their Subsidiaries; (ii) statements of all the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s)Sellers' Releases; (iii) powers resignations of attorney in a form acceptable to the Buyer, duly executed by each Seller appointing the Buyer any Persons who are not Acquired Companies Employees from any positions held as their attorney to exercise all rights in respect of their Shares pending registration directors or officers of the transfer of their Shares Acquired Companies and in the Company’s register case of members;any directors or officers of EAG or EIL acknowledging by deed that such Person has no claim against the Acquired Companies whether for loss of office or otherwise; and (iv) service agreements, a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in a form acceptable 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 Buyer, duly executed and Disclosure Letter that were delivered by Sellers to Buyer prior to the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇;Closing Date in accordance with Section 5.5); and (v) employment agreements, each a Tax Deed in a the form acceptable to of Exhibit 2.4(a)(v) (the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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"Tax Deed"), safe deposit boxes, lock boxes and 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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 deliverdeliver to Sellers: (i) Payment a bank cashier's or certified check payable to the order of or by telegraphic wire transfer to an account specified by same day payment PPDUK in immediately available funds the amount of the following amounts: $1,431,148.00 (i) One Million and Eighty Four Hundred Thirty One Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 sumsOne Hundred Forty Eight Dollars). The payment of the sums in (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2;. (ii) (1) a promissory note payable to ABI in the Sellers, principal amount of $18,000,000.00 (Eighteen Million Dollars) and in the Escrow Account Instruction Letter, duly executed and delivered by form of Exhibit 2.4(b)(ii)(1) (the Buyer"Promissory Note"); (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable for transfer to the Buyer; (ii) statements a release in the form of all Exhibit 2.4(a)(ii) executed by ------------------ each Seller (the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Release");; ---------------- (iii) powers an employment agreement in the form of attorney in a form acceptable to the Buyer, duly Exhibit ------- 2.4(a)(iii)(A) executed by each Seller appointing ▇▇▇ ▇▇▇▇▇ and an employment agreement in -------------- the Buyer as their attorney to exercise all rights in respect form of their Shares pending registration of Exhibit 2.4(a)(iii)(B) executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ---------------------- (collectively, the transfer of their Shares in the Company’s register of members;"Employment Agreements"); --------------------- (iv) service agreements, each a non-competition agreement in a the form acceptable to of Exhibit ------- 2.4(a)(iv) executed by ▇▇▇ ▇▇▇▇▇ (the Buyer, duly "Non-Competition Agreement"); ---------- ------------------------- (v) the Shareholder Intangibles Purchase Agreement executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (vi) a certificate, ▇▇▇▇▇ ▇▇▇▇▇▇dated the Closing Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ executed by Sellers representing and ▇▇▇ ▇▇▇▇▇▇▇warranting to Buyer that: (A) each of Sellers' representations and warranties in this Agreement 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 of an earlier date, in which case as of such date); (B) each Seller has complied with all of its covenants and agreements contained in this Agreement; and (C) each Seller has performed all of its obligations required to be performed by it on or prior to the Closing Date hereunder; (vii) the Escrow Agreement executed by Sellers; and (viii) a real property holding company affidavit on behalf of each Acquired Company, as provided in Section 7.12; and (b) Buyer will deliver to Sellers: (i) the Closing Cash Payment, as provided in Section 2.2(c); (ii) the Sellers' Note; (iii) a certificate executed by Buyer to the effect that: (A) each of Buyer's representations and warranties in this Agreement 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 of 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 (C) 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 Buyer; (v) employment agreementsthe Non-Competition Agreement, each in a form acceptable to the executed by Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly Shareholder Intangibles Purchase Agreement executed and delivered by each of the Sellers;Buyer; and (vii) the Disclosure Letter, duly signed Escrow Agreement executed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable for transfer to the Buyer; (ii) statements of all the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, noncompetition agreement and a reconciliation (made up to Closing) two year employment letter agreement for a salary of those statements to cash book balances $178,000, plus the Management Incentive Plan bonus and other prerequisites of an executive of Selfix in the cheques book(sform of Exhibit 2.5(a)(ii); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇. ▇▇▇▇▇; (viii) employment agreementsnoncompetition agreement in the form of Exhibit 2.5(a)(iii), each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: Leon▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇▇▇▇ch agreement, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 together with the Registrar of Companies or any other Governmental Body; noncompetition agreement described in (xiv) a copy of above, shall be referred to collectively as 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"Noncompetition Agreements"); and (xiiiv) evidence satisfactory a certificate executed by Sellers representing and warranting to the Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the Company indebtedness to NatWest has been fully satisfied date of this Agreement and any liens associated with such indebtedness have been released, is accurate in each case all respects as of the Closing DateDate as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5). (b) 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: (i) Payment by telegraphic transfer by same day payment to Sellers promissory notes in immediately available funds the form of Exhibit 2.5(b) in the following amounts: (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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)Leon▇▇▇ ▇. The payment of the sums in (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2;▇▇▇▇▇ $ Rich▇▇▇ ▇. ▇▇▇▇▇ $ Lawr▇▇▇▇ ▇. ▇▇▇a $ Mich▇▇▇ ▇. ▇▇▇a $ Barb▇▇▇ ▇. ▇▇▇a $ (ii) to Sellers a certificate executed by Buyer to the Sellerseffect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Escrow Account Instruction Letter, duly executed date of this Agreement and delivered by is accurate in all respects as of the Buyer;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 Disclosure LetterManagement Incentive Plan bonus and other prerequisites of an executive employee of Selfix executed by Buyer; and (iv) to the escrow agent referred to in the Escrow Agreement, duly signed by the sum of $100,000. (c) Buyer and Sellers will enter into the Escrow Agreement described in Section 10.3. (d) Buyer intends to acknowledge receipt.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) The Sellers and the Sellers Company will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable notarized, for transfer to the Buyer; (ii) statements releases in the form of all the bank accounts of the CompanyExhibit 2.4(a)(ii) executed by Sellers (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers an employment agreement in the form of attorney in a form acceptable to the BuyerExhibit 2.4(a)(iii)(A), 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 Will▇▇▇ ▇. ▇▇▇▇▇, ▇▇I, and an employment agreement in the Company’s register form of members; (iv) service agreementsExhibit 2.4(a)(iii)(B), each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: Fred ▇. ▇▇▇▇▇▇ (▇▇llectively, the "Employment Agreements"); (iv) separate lease agreements, each in the form of Exhibit 2.4(a)(iv), executed by Titan Partners with respect to each Lease Property (collectively, the "Lease Agreements") and (v) the various opinions, certificates, instruments and other documents referred to in Article VII of this Agreement; (vi) certified copies of the articles of incorporation and by-laws of the Company; (vii) complete stock books, stock ledgers, minute books and corporate seals of the Company; and (viii) resignations of such officers and directors (form their offices as such) of the Company as the Buyer may request. (b) Buyer will deliver to Sellers: (i) $4,500,000 (the "Cash Payment"), in immediately available funds by wire transfer to account of the Sellers, with a bank in Charleston, West Virginia designated by the Sellers, 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 "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 Senior Indebtedness: (A) $387,096 Promissory Note payable to Will▇▇▇ ▇. ▇▇▇▇▇, ▇▇I, (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 (H) $96,774 Promissory Note payable to Andr▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (viiii) the Escrow Account Instruction LetterEmployment Agreements, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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; (xiiv) the statutory and non-statutory registers and books of the Company (including the minute booksLease Agreements, register of members and registers of allotments and transfers) in each case duly written up to Closing and the Company’s seal, if anyexecuted by Buyer; and (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (bv) the Sellers shall pay or shall procure that there shall be paid the amount required various opinions, certificates, instruments and other documents referred to satisfy all of the Indebtedness. (c) the Buyer will deliver: (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 to be held pursuant to the provisions Article VIII of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receiptAgreement.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour signatures guaranteed by a commercial bank or by a member firm of the Buyer in a form acceptable New York Stock Exchange, for transfer to the Buyer; (ii) statements releases in the form of all the bank accounts of the CompanyExhibits 2.4(a)(ii)-1 and 2.4(a)(ii)-2 executed by Sellers (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers of attorney in a form acceptable to the Buyercertificate, duly executed by each Seller appointing the Buyer as their attorney to exercise all rights in respect of their Shares pending registration on behalf of the transfer of their Shares in Sellers by the Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed 's President and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 Chief Executive Officer and the Company’s seal's chief accounting officer (which they shall have discussed with PricewaterhouseCoopers, if any; and LLP with respect to compliance with GAAP, consistently applied), and approved by Buyer (xii) evidence satisfactory to which approval shall not be unreasonably withheld or delayed), setting forth, with reasonably detailed supporting calculations, the Buyer that Company's estimated consolidated net worth and the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case Adjustment Amount as of the Closing Date. (iv) a certificate executed by Sellers representing and warranting (subject to 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 Buyer prior to the Closing Date in accordance with Section 5.5); and (b) 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 deliverdeliver to Sellers: (i) Payment $16,000,000 less the amount by telegraphic 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 accounts specified by same day payment in immediately available funds each of the following amounts: (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and Sellers. (ii) the sum of US$11,812,500 and £600,000 $1,000,000 to the Sellers’ Solicitors’ Client Account (and such payment shall constitute valid discharge of the Buyer’s obligations escrow agent referred to pay such sums). The payment of the sums in (iSection 2.4(c) and (ii) shall discharge the Buyer's obligation by wire transfer to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered an account specified by the Buyersaid escrow agent; (iii) the Disclosure Lettersum of $875,000 to ▇▇▇▇▇▇ & ▇▇▇▇▇, duly signed ▇.▇. 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 Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (c) Buyer and Sellers will enter into an escrow agreement at Closing in the form 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, 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 the Buyer to acknowledge receiptCompany, the expense of which shall be included in calculation of the Adjustment Amount.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable for transfer to the Buyer; (ii) statements releases in the form of all the bank accounts of the CompanyExhibit 2.4(a)(ii) executed by each Seller (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers employment agreements in the form of attorney in a form acceptable to the BuyerExhibit 2.4(a)(iii), 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 (v) employment agreementsa certificate executed by Sellers representing and warranting to Buyer that, except as otherwise stated in such certificate, each of Sellers' representations and warranties in a this Agreement 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 acceptable of Exhibit 2.4(b)(ii)(A) aggregating to the Buyer, duly executed and delivered Fixed Notes Amount which will be personally guaranteed by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, . ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to guaranty agreements in the provisions form of this Agreement and the Escrow Account Instruction Letter, Exhibit 2.4(b)(ii)(B) (the "EscrowGuaranties") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) promissory notes ("Earnout Notes") in the Disclosure Letter, duly signed form of Exhibit 2.4(b)(iii); (iv) a certificate executed by the Buyer to acknowledge receiptthe 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 Buyer.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Interests, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms in favour of stock powers) for transfer to Buyer or any other documents Buyer requests from Sellers to transfer the Buyer in a form acceptable to the BuyerInterests; (ii) statements releases in the form of all the bank accounts of the CompanyExhibit 2.4(a)(ii) executed by Sellers (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers an employment agreement in the form of attorney in a form acceptable to the BuyerExhibit 2.4(a)(iii), 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇D▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇;("Employment Agreement"); and (viv) employment agreementsnon-competition agreements in the form of Exhibit 2.4(a)(iv), each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: Sellers (except for R▇▇▇▇▇ ▇which is included in the Employment Agreement) (collectively, the "Non-Competition Agreements"). (b) Buyer will deliver to Sellers: (i) the following amounts by bank cashier's or certified check payable to the order of or by wire transfer to accounts specified by Kelly, Redman, Chevron, Soas, and Z▇▇▇▇▇, ▇▇▇▇ respectively,$306,800 to K▇▇▇▇, ; $247,000 to R▇▇▇▇▇▇ ; $460,200 to Chevron; and $39,000 to Z▇▇▇▇▇. (ii) a 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 Sellers who are "accredited investors" as 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 ▇▇▇ ▇▇▇▇▇▇▇; (vi) Buyer agree that Buyer shall issue the Escrow Account Instruction Letter, duly executed and delivered by each above described shares of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving Common Stock after Closing to Sellers upon filing a listing application authorizing such shares on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the BuyerAmerican Stock Exchange; (iii) the Disclosure LetterEmployment Agreement, duly signed executed by Buyer; and (iv) evidence of payment or assumption of the Buyer to acknowledge receiptIndebtedness 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) Sellers or the Sellers Company, as applicable, will deliver or cause to the be delivered to Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed signatures of Sellers in attendance at Closing, notarized at Closing, and delivered Stock Transfer Forms signatures of Sellers not in favour attendance guaranteed by a commercial bank or by a member firm of the Buyer in a form acceptable New York Stock Exchange, for transfer to the Buyer; (ii) statements of all the bank accounts of Consulting Agreements executed by ▇▇▇▇▇▇ in the Company, showing their balances form attached hereto as at a date not more than two EXHIBIT 2.5(a)(ii)-1 (2the "▇▇▇▇▇▇ Consulting Agreement") days before and -------------------- by ▇▇▇▇▇▇▇ in the date of Closing, and a reconciliation form attached hereto as EXHIBIT 2.5(a)(ii)-2 (made up to Closing) of those statements to cash book balances and the cheques book(s"▇▇▇▇▇▇▇ -------------------- Consulting Agreement"); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: Employment Agreement for ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇, ▇▇. in the form attached hereto as EXHIBIT 2.5(a)(iii)-1 (the "Employment Agreement"); --------------------- (iv) [Intentionally Deleted]; (v) a certificate executed by Sellers and the Company representing and warranting to 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 subject, however, to any 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 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 be performed or complied with by the Sellers at or prior to Closing, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions in accordance with this Agreement; and (viii) a lease in the form of EXHIBIT 2.8 executed by ▇▇▇▇▇▇ ▇. ----------- ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as lessor. (b) Buyer will deliver to each Seller (or to such other Persons designated below): (i) the 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 be paid at Closing pursuant to the terms of the Consulting Agreements and/or the Employment Agreement; (iv) the Consulting Agreements and the Employment Agreement, all executed by Buyer; (v) employment agreementsa certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in a form acceptable to the Buyer, duly executed and delivered by the Company and by each this Agreement was accurate in all respects as of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date subject, ▇▇▇▇ ▇▇▇▇however, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇;to any limitations expressly set forth herein (the "Buyer's Closing Certificate"). (vi) opinion(s) of counsel, dated the Escrow Account Instruction LetterClosing Date, duly executed and delivered by each in the form of the Sellers;EXHIBIT 2.5(b)(vi); ------------------ (vii) such other documents as Sellers may reasonably request for the Disclosure Letterpurpose of (1) enabling its counsel to provide the opinion referred to in Section 2.5(a), duly signed (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the Sellers;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 (viii) the resignations lease in the form of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 EXHIBIT 2.8 executed 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Datenamed ----------- lessee therein. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to the Buyerstock powers); (ii) statements releases in the form of all the bank accounts of the Company, showing their balances as at a date not more than two (2Exhibit 2.4(a)(ii) days before the date of Closingexecuted by Sellers, and a reconciliation in the case of trusts, the underlying beneficiaries (made up to Closing) of those statements to cash book balances and the cheques book(scollectively, “Sellers’ Releases”); (iii) powers consulting agreements in substantially the form of attorney in a form acceptable to the BuyerExhibit 2.4(a)(iii), 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇. ▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, respectively (collectively, the “Consulting Agreements”); (iv) a real property lease agreement in substantially the form of Exhibit 2.4(a)(iv) executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, . ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Lease”); (v) a certificate executed by Sellers representing and ▇▇▇ ▇▇▇▇▇▇▇;warranting to Buyer that each of Sellers’ representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (vi) the Escrow Account Instruction Letter, duly executed and other documents required to be delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable pursuant to the 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 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 anySection 7.4; and (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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 deliverdeliver to Sellers: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price cash consideration payable pursuant to Section 2.22.2 by wire transfer to such accounts, and in the percentages, as set forth in Part 2.2 of the Disclosure Letter; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the BuyerBuyer Shares; (iii) a registration rights agreement in the Disclosure Letterform of Exhibit 2.4(b)(iii), duly signed executed by Buyer (the “Registration Rights Agreement”); (iv) a certificate executed by Buyer to acknowledge receiptthe effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (v) the other documents required to be delivered pursuant to Section 8.4.

Closing Obligations. At the Closing: (a) the Sellers will Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇▇l deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable stock powers) for transfer to the Buyer; (ii) statements releases in the form of all the bank accounts of the CompanyExhibit 2.4(a)(ii) executed by Sellers, showing their balances as at a date not more than two Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ (2) days before the date of Closing▇▇llectively, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers Releases"); (iii) powers a consulting agreement in the form of attorney in a form acceptable to Exhibit 2.4(a)(iii) (the Buyer"Consulting 11 Agreement"), 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 Company’s register of membersRay; (iv) service agreementsa lease agreement in the form of Exhibit 2.4(a)(iv), each in a form acceptable to the Buyer, duly executed and delivered by the Company and by owner(s) thereof with respect to each of the following persons: properties, and on the terms, described in Schedule 2.4(a)(iv) (collectively, the "Leases"); (v) a certificate executed by Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇▇resenting and warranting to Buyer that each of the representations and warranties 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 Schedule that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5 and the transactions contemplated by Section 5.2 hereof). (b) Buyer will deliver to Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇: (i) $31,500,000 by wire transfer to an account specified by Sellers; (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); (vvii) employment agreementsthe Leases, each in executed by Buyer; and 12 (viii) a form acceptable certificate executed by Buyer to the Buyer, duly executed and delivered by the Company and by effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the following persons: date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date. (c) The parties mutally agree to encourage Lloy▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ execute and ▇▇▇ ▇▇▇▇▇▇▇; (vi) deliver an employment agreement in the Escrow Account Instruction Letter, duly executed and delivered by each form of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 FormsExhibit 2.4(c), safe deposit boxes, lock boxes and 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At In addition to any other obligations to be performed and any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) the Sellers will deliver to the BuyerSeller shall: (i) share certificates deliver an officers certificate attesting that the Conditions Precedent set forth in respect of all the Shares or indemnities for lost share certificates (any indemnities to be in a form acceptable to the BuyerClauses 6.1(b), together with duly executed 6.1(c), 6.1(d) and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to the Buyer6.1(e)have been met; (ii) statements of all cause the bank accounts Company to admit Purchaser as a member of the Company, showing their balances as at a date not more than two (2) days before Company and transfer the date of Closing, and a reconciliation (made up Transferred Interests to Closing) of those statements to cash book balances and the cheques book(s)Purchaser; (iii) 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 cause the transfer of their Shares the Transferred Interests to be duly recorded in the Company’s register membership interest ledger of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇La ▇▇▇▇▇▇; (viv) employment agreements, each in a form acceptable (deliver (or cause to be delivered) to the BuyerPurchaser the written unconditional resignations, duly executed and delivered by in the Company and by each form attached hereto as Schedule 9.2(a)(iv) of all of the following persons: managers of the board of La ▇▇▇▇▇▇ (collectively, the “Resigning Managers”) to take effect on the Closing Date, confirming that they have no claims against La ▇▇▇▇▇▇ for any reason, including for compensation, termination, loss of office or otherwise, other than the compensation for their office as managers accrued up to the Closing Date and not yet paid; (v) deliver to the Purchaser the updated forecast and projections for the financial year ending on December 31, 2026 (drafted consistently with those uploaded in the VDR), which will constitute, pursuant to the A&R Operating Agreement, the Annual Operating Plan for the Fiscal Year ending on December 31, 2026; (vi) following the payment of the First Tranche Purchase Price, deliver to the Purchaser a duly executed payment receipt thereof; (b) the Purchaser shall pay the First Tranche Purchase Price in accordance with Clause 5.1; and (c) the Parties shall: (i) execute the A&R Operating Agreement, effective from the Closing Date; (ii) execute the Options Agreement; (iii) as soon as the Purchaser shall have acquired the rights as member of the Company, resolve to: - amend and restated the operating agreement of La ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇in the form attached hereto as Schedule 1.1.10; - acknowledge and accept the resignation of the Resigning Managers; - approve and ratify all actions and/or omissions taken by such Resigning Managers since the date of their first appointment until the Closing Date (including in particular those actions that may be specifically indicated by the Seller) and irrevocably and unconditionally waive and relinquish any type of claim, suit, litigation and action against such Resigning Managers, also with reference to the actions or omissions that may be specifically indicated by the Seller, other than those actions or omissions carried out with fraud, willful misconduct or gross negligence and (ii) undertake to indemnify and hold harmless the Resigning Managers from any liability arising from a breach of the obligations set forth in item (i) immediately above; and - appoint a board of managers (the “Board”) effective as of the Closing Date, in accordance with the provisions of the A&R Operating Agreement; (iv) after the appointment of the new Board, cause a meeting of the Board to be held on the Closing Date to resolve upon: - the appointment of the board of managers, in accordance with the provisions of the A&R Operating Agreement and the Management Agreements; and - the granting the powers to a member of the board of managers to carry out the actions and execute the transactions set forth in Clause 9.2(a)(v). (v) cause the Company, La ▇▇▇▇▇▇ Inc. and Purchaser, as successor-in-interest of ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ’s Specialty Foods Inc. to enter into the Amended and ▇▇▇ ▇▇▇▇▇▇▇;Restated Supply Agreement in the form enclosed under Schedule 1.1.4; and (vi) the Escrow Account Instruction Lettertake any other actions, duly executed perform any other obligations, and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, execute or exchange any other documents or instruments necessary or appropriate in a form acceptable order to transfer to the 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 Purchaser good and safes of the Company, if any, (B) valid title 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing DateTransferred Interests. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) the Sellers Seller will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour signatures guaranteed by a commercial bank or by a member firm of the Buyer in a form acceptable New York Stock Exchange, for transfer to the Buyer;. (ii) statements a release in the form of all the bank accounts of the Company, showing their balances as at a date not more than two (2Exhibit 2.4(a)(ii) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(sexecuted by Seller ( “Seller’s Release”); (iii) powers employment agreement in the form of attorney in a form acceptable to the BuyerExhibit 2.4(a)(iii), 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 Company’s register of members( “Employment Agreements”) and; (iv) service agreements, a certificate executed by Seller representing and warranting to Buyer that each of Seller’s representations and warranties in a form acceptable 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 Buyer, duly executed and Disclosure Letter that were delivered by Seller to Buyer prior to the Company Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to or 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 by each of the following persons: $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 order of, or by wire transfer to 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 order 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 Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (v) the Employment Agreements, executed by Buyer. (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, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Datebrokerage fees. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour of the for transfer to Buyer in a form acceptable and substance satisfactory to the Buyer; (ii) statements releases in the form of all the bank accounts Exhibit 2.4(a)(ii) attached hereto executed by each of the CompanySellers (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) 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 employment and non-competition agreements in the Company’s register form of membersExhibit 2.4(a)(iii) attached hereto, executed by, ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (collectively, "Employment and Non-Competition Agreements"); (iv) service agreementsa consulting and non-competition agreement in the form of Exhibit 2.4(a)(iv) attached hereto, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the "Consulting and Non-Competition Agreement"); (v) releases in the form of Exhibit 2.4(a)(v) attached hereto executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇ and each of the Sellers, respectively, with the regard to any rights or claims under the Deferred Compensation Agreements; (vi) a receipt and release in the form of Exhibit 2.4(a)(vi) attached hereto executed by the Sole Former Shareholder; (vii) an opinion of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇dated the Closing Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vin the form of Exhibit 2.4(a)(vii) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellersattached hereto; (viii) executed resignations, effective as of the resignations Closing Date of each officer and director of the Company; (ix) the Disclosure Letter executed by Sellers; (x) copies of all notices and Consents required pursuant to Section 3.2(b) of the directors serving on Agreement and that have been obtained prior to Closing; (xi) all books of account, minute books, stock record books, and other records of the board Company then in the possession of Sellers or their Representatives; (xii) 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, effective as of the Effective Date, in certified by a form acceptable to the Buyer; (A) all instruments Secretary 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 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 Assistant Secretary of the Company authorising the transfer of the Shares in accordance with this Agreement, the resignation of the current directors of the Company to be true 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case correct as of the Closing Date; a long form certificate of good standing from the Secretary of State of the State of Delaware showing all documents filed in such office with regard to the Company; tax clearance certificates and good standing certificates from the Secretary of the State Corporation Commission of the Commonwealth of Virginia and the Secretary of State of the States of California, Hawaii and South Carolina; copies of resolutions adopted by the Board of Directors of the Company with respect to the Contemplated Transactions, 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 (xiii) such other certificates, agreements and other documents as the Buyer may reasonably request. (b) 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: (i) Payment to Sellers, the aggregate sum of $22,650,000, by telegraphic wire transfer by same day payment in immediately available funds of the following amounts: (i) One Million amount and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to account set forth opposite the provisions name of this Agreement and the Escrow Account Instruction Letter, the "Escrow"each Seller on Schedule 2.4(b)(i) and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2attached hereto; (ii) to the SellersEscrow Agent, the sum of $5,850,000 to the Escrow Account Instruction LetterAgent, duly executed and delivered subject to the requirements of the Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the BuyerEscrow Agent; (iii) an opinion of Day, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, dated the Disclosure LetterClosing Date, duly signed in the form of Exhibit 2.4(b)(iii) attached hereto, addressing the due authorization of the Agreement by, and the enforceability of the Agreement against, Buyer; and (iv) the Employment and Non-Competition Agreements and the Consulting and Non-Competition Agreement, each executed by the Company. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) attached hereto (the "Escrow Agreement") with Branch Banking and Trust Company of Virginia (the "Escrow Agent"). (d) Buyer will pay in full the amounts owed to acknowledge receiptBranch Banking and Trust Company of Virginia in accordance with Section 2.7(c). (e) All of the transactions to be concluded at the Closing shall be deemed concluded simultaneously. Unless waived, no transaction or delivery shall be deemed finally concluded unless and until all such transactions are concluded. (f) Buyer's delivery of the funds via wire transfer in the amounts and to the accounts specified in Section 2.4(b) shall, to the extent of the funds so delivered and subject to the terms of the Escrow Agreement, fully and finally discharge the obligation of Buyer with regard to the payment to Sellers of the Purchase Price. (g) Buyer and Sellers will deliver the completed and signed Form 8023 pursuant to the requirements of Section 5.2.

Closing Obligations. At In addition to any other obligations to be performed and any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) each Seller (severally and not jointly with the Sellers will deliver to the Buyerother Sellers), as far as he/she is concerned, shall: (i) share certificates deliver an unconditional and irrevocable declaration attesting that the Conditions Precedent set forth in respect of all the Shares or indemnities for lost share certificates (any indemnities to be in a form acceptable to the BuyerClauses 6.1(a), together with duly executed 6.1 (b), 6.1(c) and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to the Buyer6.1(d) have been met; (ii) statements deliver to the Purchaser the certificates (titoli) carrying the Shares, duly endorsed for transfer to the Purchaser with signatures authenticated by the Notary, pursuant to section 2355, paragraph 3, of the Civil Code, and shall duly transfer to the Purchaser the full, good and valid title of the Shares, free and clear of any Encumbrance, together with the completion of all the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances other formalities and the cheques book(s)performance of all other obligations instrumental in bringing into effect and making enforceable against the Company and the third parties such transfer; (iii) 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 cause the transfer of their the Shares to be duly recorded in the Company’s register share ledger (libro dei soci) of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇La ▇▇▇▇▇▇; (viv) employment agreements, each in a form acceptable deliver (or cause to be delivered) to the Buyer, duly executed and delivered by Purchaser the Company and by each written unconditional resignations – in the form enclosed under Schedule 9.2(a)(iv) – of all the following persons: directors of La ▇▇▇▇▇▇ (collectively, the “Resigning Directors”) to take effect on the Closing Date, confirming that they have no claims against La ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇as the case may be, for compensation, termination, loss of office or unpaid remuneration, other than the remuneration for their office as directors accrued up to the Closing Date and not yet paid; (v) use their best efforts to cause the unconditional resignation of any standing and alternate members of the board of statutory auditors (membri effettivi e supplenti del collegio sindacale) of La ▇▇▇▇▇▇ (collectively, the “Resigning Auditors”) from their respective office, and should the Resigning Auditors have resigned, the Sellers shall deliver (or cause to be delivered) to the Purchaser the letters of resignation of such Resigning Auditors, whose contents shall be consistent in all material respects with Schedule 9.2(a)(iv) agreed by the Parties in good faith prior to the Closing Date; (vi) deliver to the Purchaser the updated forecast and projections for the financial year ending on June 30, 2026 (drafted consistently with those uploaded in the VDR), which will constitute, pursuant to the SHA, the Annual Operating Plan for the Fiscal Year ending on June 30, 2026; (vii) following the payment of the First Tranche Purchase Price, deliver to the Purchaser a duly executed payment receipt thereof; (b) the Purchaser shall pay the First Tranche Purchase Price in accordance with Clause 5.1 and the Price Allocation; (c) the Parties shall: (i) execute the SHA, effective from the Closing Date; (ii) execute the Options Agreement; (iii) each as far as it is concerned, as soon as the Purchaser shall have acquired the rights as shareholder of the Company, cause the shareholders’ meeting of La ▇▇▇▇▇▇ to be validly held in plenary session (in forma totalitaria) and resolve to: - adopt the new by-laws of La ▇▇▇▇▇▇, in the form attached under Schedule D of the SHA; - acknowledge and accept the resignations of the Resigning Directors and – if any – the Resigning Auditors from their respective office; (i) approve and ratify all actions and/or omissions taken by such Resigning Directors and – if any – Resigning Auditors since the date of their first appointment until the Closing Date (including in particular those actions that may be specifically indicated by the Sellers) and irrevocably and unconditionally waive and relinquish any type of claim, suit, litigation and action against such Resigning Directors and – if any – Resigning Auditors (including, any actions pursuant to sections 2393, 2393-bis, 2395, 2476, 2407, 2409 and 2497 and, to the extent possible, 2043 of the Civil Code), also with reference to the actions or omissions that may be specifically indicated by the Sellers, other than those actions or omissions carried out with fraud, wilful misconduct (dolo) or gross negligence (colpa grave), and (ii) undertake to indemnify and hold harmless the Resigning Directors and – if any – Resigning Auditors from any liability arising from a breach of the obligations set forth in item (i) immediately above; - appoint a new board of directors and, to the extent applicable, a new board of statutory auditors of La ▇▇▇▇▇▇ effective as of the Closing Date, in accordance with the provisions of the SHA; (iv) after the appointment of the new board of directors of La ▇▇▇▇▇▇, ▇▇▇▇▇ cause a meeting of the new appointed board of directors of La ▇▇▇▇▇▇ to be held on the Closing Date to resolve upon: - the appointment of the Chairman, the CEO, the CFO, the SOD and ▇▇▇ the BDD (all as defined in the SHA), in accordance with the provisions of the SHA; - the granting the CEO with the powers listed under ▇▇▇▇▇▇▇▇ 1 of the FR Management Agreement, in accordance with the provisions of the SHA; and - the granting the powers to the CEO or to another member director to carry out the actions and execute the transactions set forth in Clauses 9.2(c)(v) and 9.2(c)(vi); (v) cause the Company to enter into the Management Agreements with – respectively - FR, LR and AR; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of cause the Company, effective as of the Effective Date, in a form acceptable to the 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 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 ▇▇▇▇▇ La ▇▇▇▇▇▇ Inc and CSSC, as a director successor-in-interest of ▇▇▇’s Specialty Foods Inc. to enter into the Amended and Restated Supply Agreement; (vii) take any other actions, perform any other obligations, and execute or exchange any other documents or instruments necessary or appropriate in order to transfer to the Company Secretary Purchaser good and valid title to the Shares; (d) FR shall cause ▇▇▇▇▇ to complete the La ▇▇▇▇▇▇ Atlantica Transaction concurrently with the Closing, pursuant to the La ▇▇▇▇▇▇ 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing DateAtlantica SPA. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

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) the Sellers Seller will deliver to the Buyer: (i) share certificates representing the Ownership Interest, duly endorsed (or if the Ownership Interest is not certified, an Assignment of Ownership Interest in respect the form of all the Shares or indemnities Exhibit 2.4(a)(i) for lost share certificates (any indemnities transfer to be in a form acceptable to the Buyer), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to the Buyer; (ii) statements release in the form of Exhibit 2.4(a)(ii) executed by Seller (collectively, "Seller's Release"); and (iii) a certificate executed by Seller representing and warranting to Buyer that each of Seller' representations and warranties in this Agreement was accurate in all the bank accounts respects as of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, this Agreement and a reconciliation is accurate in all respects as of the Closing Date as if made on the Closing Date (made up giving full effect to Closing) of those statements any supplements to cash book balances and the cheques book(sDisclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (iiib) powers of attorney in a form acceptable Buyer will deliver to Seller: (i) $53,734.50 by bank cashier's or certified check payable to the Buyer, duly executed by each Seller appointing the Buyer as their attorney to exercise all rights in respect order of their Shares pending registration of the transfer of their Shares in the Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, or by wire transfer to accounts specified by Seller; (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 Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (v) the remaining $97,000 shall be paid by satisfying, in their entirety, the other debts due (▇▇▇▇▇▇ ▇▇▇▇▇▇, **********, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 FormsFargo), safe deposit boxes, lock boxes and 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2; (ii) to the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the Buyer; (iii) the Disclosure Letter, duly signed by the Buyer to acknowledge receipt.

Closing Obligations. At the Closing: (a) the Sellers will deliver to the Buyer: (i) share certificates in respect of all representing the Shares or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with accompanied by duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to the Buyerstock powers; (ii) statements releases in the form of all the bank accounts of the Company, showing their balances as at a date not more than two (2Exhibit 2.4(a)(ii) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s); (iii) 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇Michelin (collectively, the "Sellers' Releases"); (viii) employment agreementsagreements in the form of Exhibit 2.4(a)(iii), each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and Michelin (collectively, the "Employment Agreements"); (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 to the Escrow Account Instruction Letter, duly executed effect that (A) each of Sellers' representations and delivered by 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 Sellerscovenants and agreements of Sellers to be performed prior to the Closing Date has been duly performed or complied with by the Seller; (vii) a certificate from the Disclosure Letter, duly signed by Secretary of the Sellers; Company attaching and certifying to (viiia) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the 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 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, 's Organizational Documents and (Db) any filing codes in respect resolutions 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 approving 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 directorContemplated Transactions; (xiviii) the statutory and non-statutory registers and books earnout agreement in the form of Exhibit 2.4(a)(vii), execute by Sellers (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"Earnout Agreement"); and (xiiix) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Datedocuments contemplated by Section 7.3 hereof. (b) 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 deliverdeliver to Sellers: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price by bank cashier's check or by wire transfer to the accounts specified by Sellers, to be allocated among the Sellers pursuant to Section 2.2the allocation schedule set forth on Part 2.4 of the Disclosure Letter; (ii) a certificate executed by Buyer to the Sellerseffect that, (A) each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Escrow Account Instruction Letter, 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 executed performed and delivered complied with by the Buyer; (iii) a certificate from the Disclosure LetterSecretary 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, duly signed executed by the Buyer to acknowledge receiptCompany 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) the A. Sellers will deliver to the Buyer: (i) share certificates in respect of all Certificates representing the Shares Shares, duly endorsed (or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyeraccompanied by duly executed stock powers), together with duly executed and delivered Stock Transfer Forms in favour signatures guaranteed by a commercial bank or by a member firm of the Buyer in a form acceptable New York Stock Exchange, for transfer to the Buyer; (ii) statements Releases in the form of all the bank accounts of the CompanyEXHIBIT E executed by Sellers --------- (collectively, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s"Sellers' Releases"); (iii) powers Employment Agreement in the form of attorney in a form acceptable to the BuyerEXHIBIT F, duly executed by each Seller appointing --------- Black (the Buyer as their attorney to exercise all rights in respect of their Shares pending registration of the transfer of their Shares in the Company’s register of members"Restrictive Covenant Agreement"); (iv) service agreementsRestrictive Covenant Agreements in the form of EXHIBIT G and --------- EXHIBIT H, each in a form acceptable to executed by Sellers, respectively (collectively, the Buyer"Restrictive --------- Covenant Agreements"); (v) Employee Covenants Agreements, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇;, respectively, in the forms of EXHIBITS I through P, respectively; ---------- - and (vi) the Escrow Account Instruction Letter, duly A certificate executed by Sellers representing and delivered by warranting to Buyer that each of the Sellers; (vii) the Disclosure Letter, duly signed by the Sellers; (viii) the resignations of ' representations and warranties in this Agreement was accurate in all of the directors serving on the board of directors of the Company, effective respects as of the Effective Date, date of this Agreement and is accurate in a form acceptable all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Buyer; (A) all instruments or documents necessary Disclosure Letter that were delivered by Sellers 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 safes of the Company, if any, (B) Buyer prior 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 Closing Date in accordance with this Agreement, the resignation of the current directors of the Company Section 5.5.). B. Buyer will deliver to Sellers: (i) The following amounts by wire transfer to accounts specified by Black and the Company Secretary and the appointment of ▇▇▇▇▇ ▇▇▇▇, respectively, which amounts represent the relative ownership (ninety-one percent (91%) versus nine percent (9%)) which the Sellers have with respect to the Shares: $4,914,000.00 to Black and $486,000.00 to ▇▇▇▇▇▇▇▇ as a director their respective proportion of the $6,000,000.00; and the Company Secretary $257,927.00 to Black and $25,509.00 to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as a director; (xi) the statutory and non-statutory registers and books an estimate of their proportion 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) 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: (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 to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") and (ii) the 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2Adjustment Amount; (ii) to The Warrant Agreements and the Sellers, the Escrow Account Instruction Letter, duly executed and delivered by the BuyerRegistration Rights Agreements; (iii) The sum of $600,000.00 to the Disclosure Letter, duly signed Escrow Agent referred to in Section 2.4.C. by the wire transfer; (iv) A certificate executed by Buyer to acknowledge receiptthe effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (v) The Employment Agreement, executed by Buyer. 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 the Closing: (a) the Sellers will deliver to the BuyerBuyers shall receive: (i) share certificates in respect of all the Shares or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to the Buyer;Intentionally omitted. (ii) statements of all a certified copy by the bank accounts Secretary of the Companyboard of managers of Mexico SRL of the stock registry book of Mexico SRL, showing their balances as at a date not more than two (2) days before reflecting the date transfer of Closingthe Transferred Interests, and a reconciliation (made up the recordation of Buyers, or Buyers' designee, as holders of the Transferred Interests on the books and records of or pertaining to Closing) Mexico SRL, and all of those statements the books and records of or pertaining to cash book balances and the cheques book(s)Mexico SRL; (iii) powers an opinion of attorney in a form acceptable Minter Ellison, dated the Closing Date, Australian counsel 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 Company’s register of members; (iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇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) employment agreements, each in a form acceptable certificate executed by Cinemex as to the Buyer, duly executed and delivered by the Company and by each accuracy of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ representations and ▇▇▇ ▇▇▇▇▇▇▇warranties as provided in Section 8.1(b) and as to compliance with the covenants as provided in 8.2(b); (vi) the Escrow Account Instruction Letter, duly executed and delivered by each certificates of the Sellers;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 jurisdictions of incorporation or organization; and (vii) the Disclosure Letter, a duly signed by the Sellers; executed power of attorney letter (viiiproxy letter) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable from Barbados relating to the Buyer; (A) all instruments or documents necessary to change Retained Interests in the names form 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 FormsExhibit 2.5(a)(vii), safe deposit boxes, lock boxes and 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 (xii) evidence satisfactory to the Buyer that the Company indebtedness to NatWest has been fully satisfied and any liens associated with such indebtedness have been released, in each case as of the Closing Date. (b) the Sellers shall pay Buyers (or shall procure that there shall be paid the amount required to satisfy all of the Indebtedness. (ctheir designees) the Buyer will deliverwill: (i) Payment by telegraphic transfer by same day payment in immediately available funds pay to Sellers an aggregate amount equal to (x) the product of (A) the following amounts: (i) One Million and Eighty Thousand pounds (£1,080,000) to the Escrow Account (such amount to be held pursuant to the provisions of this Agreement and the Escrow Account Instruction Letter, the "Escrow") Hoyts Percentage and (iiB) the sum of US$11,812,500 and £600,000 to Closing Cash Notional Payment, minus (y) 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 (i) and (ii) shall discharge the Buyer's obligation to pay the Initial Purchase Price pursuant to Section 2.2Loan Amount; (ii) deliver to Sellers and Barbados a copy of the Sellers, the Escrow Account Instruction Letter, duly Loan Agreement executed and delivered by the BuyerMexico SRL; (iii) deliver to Sellers and Barbados a certificate executed by each Buyer as to the Disclosure Letteraccuracy 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, duly signed in the case of MAV, a certificate 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 the Buyer to acknowledge receiptDelaware Secretary of State as of a recent date.