Common use of Closing Obligations Clause in Contracts

Closing Obligations. At the Closing: ------------------- (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documents), with signatures for transfer to Buyer; (ii) an executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement"); (iii) 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 (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellers: (i) the Purchase Price; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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;

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller and the Seller's Indemnifiers will deliver to Buyer: (i) certificates representing bills of sale and other certificates, instruments or documents of transfer conveying title to the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documents), with signatures for transfer to BuyerAcquired Assets; (ii) an employment agreements in the form of Exhibit 2.5(a)(iii), executed version of the Shareholders Agreement attached hereto by C and made a part hereof as Exhibit 3 D (the Shareholder's Agreementcollectively, "Employment Agreements"); (iii) noncompetition agreements in the form of Exhibit 2.5(a)(iv), executed by each of the Seller's Indemnifiers (collectively, the "Noncompetition Agreements"); and (iv) a certificate executed by Sellers Seller and Seller's Indemnifiers representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5.; and (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellers: (i) the Purchase Price); (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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;

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures for transfer to Buyer; (ii) an a consulting agreement in the form of Exhibit 2.4(a)(ii), executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 by Seller (the Shareholder's "Consulting Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving Date(giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers Seller to Buyer prior to the Closing Date in accordance with Section 5.5.); and (v) a resolution registration rights agreement (the "Registration Rights Agreement") in the form of the Company authorizing transfer of Shares to Buyer.Exhibit 2.4(a)(v); (b) Buyer will deliver to SellersSeller: (i) Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately available funds to the Purchase Priceaccount specified by Seller less any amounts paid to Seller under the Escrow Agreement; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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; (iii) the Consulting Agreement, executed by Buyer; (iv) the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by Buyer.

Closing Obligations. 2.4.1 At the Closing: ------------------- (a) Sellers Closing Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures for transfer to Buyer; (ii) an a noncompetition agreement in the form of Exhibit 2.4.1(ii), executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 by Seller (the Shareholder's "Noncompetition Agreement"); (iii) if this Agreement is executed on a date prior to the Closing Date, a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter Schedule that were delivered by Sellers Seller to Buyer prior to the Closing Date in accordance with Section 5.5.5.6); (iv) resignations, effective as of the Closing Date, of all current officers and directors of the Company; and (v) a resolution such other documents as Buyer may reasonably request evidencing performance of the Company authorizing transfer of Shares certain conditions to BuyerClosing set forth in this Agreement. (b) 2.4.2 At the Closing Buyer will deliver to SellersSeller: (i) by wire transfer to accounts specified by Seller, the remaining cash portion of the Purchase Price;Price specified in Section 2.2.1; and (ii) an if this Agreement is executed version of the Shareholders Agreement; (iii) on a legal transfer of all assets and liabilities not connected to Getik, (including but not limited date prior to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) Closing Date, 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;.

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the SharesCompany Stock, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures signature guaranteed by a commercial bank or trust company or by a member firm of a national securities exchange, in proper form for transfer to BuyerBuyer with all required stock transfer stamps affixed or provided for; (ii) an executed version certificates representing the 3,750 shares of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement")Common Stock owned of record by Xxxxx XxxXxx; (iii) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter Schedule that were delivered by Sellers Seller to Buyer prior to the Closing Date in accordance with Section 5.5.6.5); and (viv) a resolution an amendment to the Seller's existing employment agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the Company authorizing transfer of Shares to Buyer"Employment Agreement Amendment"). (b) Buyer will deliver to SellersSeller: (i) the Purchase PricePrice in immediately available funds by wire transfer of $10,503,144.25 (or such other amount as may be due under Section 2.2) to one or more bank accounts specified in writing by Seller not less than three Business Days prior to the Closing; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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 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 (iii) the Employment Agreement Amendment executed by the Company.

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures for transfer to Buyer; (ii) an executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement"); (iii) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter Schedule that were delivered by Sellers Seller to Buyer prior to the Closing Date in accordance with Section 5.5.9.4); and (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to SellersSeller: (i) the Base Purchase Price;Price by wire transfer to accounts specified by Seller (provided, however, that pursuant to the terms of the Post-Closing Indemnity Escrow Agreement in the form attached hereto as Part 2.5(b) of the Disclosure Schedule (the "Escrow Agreement"), the parties shall set aside from the Base Purchase Price and deposit with the Escrow Agent identified in the Escrow Agreement the sum of $1,600,000, and all interest on such escrowed amount shall be paid quarterly to Seller); and (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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 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;.

Closing Obligations. At the Closing: -------------------: (a) 2.4.1 Sellers will deliver to Buyer: (ia) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (iib) an duly executed version resignation of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the ShareholderCompany's Agreement");board of directors; and (iiic) 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 (v) a resolution of the Company authorizing transfer of Shares to Buyer). (b) 2.4.2 Buyer will deliver to Sellers: (a) (i) certificates representing the Purchase Price; number of shares of common stock of Buyer ("Common Stock") having a total value, determined as provided in Section 2.7, equal to $26,770,696 ("Base Shares") plus, at the Buyer's option, an amount equal to the Seller's best estimate of the Adjustment Amount ("Adjustment Shares"); or (ii) if Buyer so elects, the Buyer may deliver the number of shares at Closing equal in value, determined as provided in Section 2.8, to ninety-five percent (95%) of $26,770,696 plus, at the Buyer's option, an executed version amount equal to the Seller's best estimate of the Shareholders Agreement;Adjustment Amount and by 4:00 p.m. (Eastern Standard Time) of the next business day deliver the balance of the shares due Sellers as specified in (i) of this section. (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (ivb) 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;.

Closing Obligations. At the Closing: -------------------: (a) Sellers a. Seller will deliver to Buyer: (i) certificates representing the Option Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerBuyer or if Seller represents and warrants to Buyer that there are no certificates representing certain of the Option Shares, an assignment of all of the Seller’s interest in the Acquired Company, which assignment shall be guaranteed as set forth above; (ii) an releases in the form of Exhibit 2.4(a)(ii) executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 by Seller (the Shareholder's Agreement"Seller’s Releases"); (iii) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller’s representations and warranties in this Option Agreement was accurate in all respects as of the date of this Option Agreement and is accurate in all respects as of the Closing Option Exercise Date as if made on the Closing Option Exercise Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers Seller to Buyer prior to the Closing Option Exercise Date in accordance with Section 5.5.; and (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) b. Buyer will deliver to SellersSeller: (i) the Purchase Price;; and (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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 Option Agreement was accurate in all respects as of the date of this Option Agreement and is accurate in all respects as of the Closing Option Exercise Date as if made on the Closing Option Exercise Date;.

Closing Obligations. At the Closing: -------------------: (a1) Sellers will deliver to Buyer:Buyer (the “Sellers’ Closing Documents”): (ia) certificates representing the Company’s Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures for transfer to BuyerBuyer in the amounts set forth in Appendix A ; (ii) an executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement"); (iiib) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' ’ representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is are accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect and that Seller has performed all of its covenants and obligations pursuant 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.this Agreement; and (vc) a resolution of any and all other documents, certificates, instruments and agreements required by this Agreement or reasonably requested by the Company authorizing transfer of Shares to BuyerBuyer in connection with the Contemplated Transactions. (b2) Buyer will deliver to Sellers:Sellers (the “Buyers’ Closing Documents”): (ia) the Purchase Pricecertificates representing a total of its authorized but unissued Shares as indicated in Appendix A ; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (ivb) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of that Buyer's ’s representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is are accurate in all material respects as of the Closing Date as if made on the Closing Date;Date and that Buyer has performed all of its covenants and obligations pursuant to this Agreement; and (c) any and all other documents, certificates, instruments and agreements required by this Agreement or reasonably requested by the Sellers in connection with the Contemplated Transactions.

Closing Obligations. At the Closing: -------------------: (a) Sellers will deliver to BuyerTGI: (i) certificates representing the Shares, duly endorsed for transfer to TGI (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures for transfer to Buyerguaranteed by a commercial bank; (ii) an executed version releases and resignations from the officers and directors of the Shareholders Agreement attached hereto and made Company duly executed by such parties; (iii) a part hereof as noncompetition agreement in the form of Exhibit 3 "A" executed by each of the Sellers (the Shareholder's Agreement"Noncompetition Agreements"); ; and (iiiiv) a certificate executed by the Sellers representing and warranting certifying to Buyer TGI that each of the Sellers' representations and warranties in this Agreement was were accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (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 (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellers: (i) the Purchase Price; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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 are accurate in all respects as of the Closing Date as if made on the Closing Date. (b) TGI will deliver to Sellers: (i) the Purchase Price by wire transfer or bank cashier's or certified check payable to the order of the Sellers; (ii) a certificate executed by TGI to the effect that the TGI's 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.

Closing Obligations. At the Closing: -------------------: (a) Sellers The Company will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (for issuance and delivery to Buyer or accompanied by duly executed stock powers or equivalent documents), with signatures for transfer irrevocable instructions to the Company's Transfer Agent to deliver the Shares to Buyer; (ii) an executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement"); (iii) a certificate executed by Sellers the Company representing and warranting to Buyer that each of Sellers' the Company's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (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.Date; and (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellersthe Company: (i) the Purchase Pricefollowing amounts by check payable to the order of or by wire transfer to accounts specified by the Company; (ii) an executed version the sum of the Shareholders Agreement$13,000,000 by bank cashier's or certified check; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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 the Company will enter into a shareholders' agreement in the form of Exhibit 2.4(c) (the "Shareholders' Agreement"). (d) Upon receipt of the Purchase Price for the shares, the Company shall fulfill its obligations under the SIMEX Stock Purchase Agreement for the purchase of shares of SIMEX Technologies, Inc. dated the effective date of this Agreement.

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documents), with signatures for original share registry document of the Company reflecting the transfer of the UDT Shares to BuyerBuyer in a manner legally effective to transfer full ownership rights in the UDT Shares to Buyer under Korean law; (ii) an a release in the form of Exhibit 2.3(a)(ii) executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 by Seller (the Shareholder"Seller's AgreementRelease"); (iii) tax clearance certificates for national tax and local tax for the Company for the past three financial years; (iv) a certificate executed by Sellers representing and warranting Seller to Buyer the effect that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5.; and (v) a resolution of the Company authorizing transfer of Shares to BuyerDate. (b) Buyer will deliver to SellersSeller: (i) certificates representing the Purchase PriceMaxus Shares, issued in the name of Seller in accordance with Section 2.1(b) above; (ii) an executed version options in form determined by Buyer granting to those persons listed in Schedule 2.3(b)(ii) the right to acquire the number of common shares set forth opposite the names of such persons in Schedule 2.3(b)(ii) for the market price of the Shareholders Agreement;common shares at the Closing Date; and (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, that 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

Closing Obligations. At the Closing: -------------------: (a) Sellers will deliver to Buyer: (i) certificates representing the SharesStock, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures guaranteed by a commercial bank, for transfer to Buyer; (ii) an executed version The written resignation, effective as of the Shareholders Agreement attached hereto Closing, of the officers and made a part hereof as Exhibit 3 (directors of the Shareholder's Agreement");Company; and (iii) a certificate executed by the 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 Modification Notices) (the Disclosure Letter that were delivered by Sellers to Buyer prior to the “Sellers’ Closing Date in accordance with Section 5.5.; and (v) a resolution of the Company authorizing transfer of Shares to Buyer.Certificate”); (b) Buyer will deliver to Sellers: (i) a cash payment by wire transfer in immediately available funds to an account specified by the Sellers’ Representative in an amount equal to the Purchase Price;Price as adjusted according to Section 2.5, minus the sum of One Million Dollars ($1,000,000) (the "Escrow Amount") that shall be paid into an escrow account pursuant to the escrow agreement attached hereto as Exhibit 2.4(b)(i) (the “Escrow Agreement”). The total amount paid pursuant to this Section 2.4(b)(i) shall be the "Cash Payment." (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, that each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing DateDate (the “Buyer’s Closing Certificate”); (c) From funds advanced at the Closing by Buyer, the Company shall deliver to each of the holders of Company Indebtedness an amount equal to the Company Indebtedness held by such holder.

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documents), with signatures powers) for transfer to Buyer; (ii) [Reserved] (iii) an employment agreement in the form of Exhibit 2.4(a)(iii), executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 by Seller (the Shareholder's "Employment Agreement"); (iiiiv) a noncompetition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Noncompetition Agreement"); (v) a certificate executed by Sellers Seller representing and warranting to Buyer that that, except as otherwise stated in such certificate, each of Sellers' Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all 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 (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellers: (i) the Purchase Price; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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 material respects as of the Closing Date as if made on the Closing Date; and (vi) a warehouse lease in the form of Exhibit 2.4(a)(vi), executed by Seller (the "Warehouse Lease"). (b) Buyer, Premier and Xxxxxx will deliver to Seller: (i) the Cash Portion of the Purchase Price by wire transfer to an account specified by Seller; (ii) a promissory note payable to Seller in the principal amount of $854,219.00 in the form of Exhibit

Closing Obligations. At the Closing: ------------------- (a) Sellers Shareholders will deliver to Buyer: Purchaser: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; Purchaser; (ii) an releases in the form of Exhibit 2.4(a)(ii) executed version of the by Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreementcollectively, "Shareholders' Releases"); ; (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by certain Shareholders (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by those Shareholders not executing Employment Agreements (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers the Company and Shareholders representing and warranting to Buyer Purchaser that each of Sellersthe Company's and Shareholders' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers the Company or Shareholders to Buyer Purchaser prior to the Closing Date in accordance with Section 5.5.); and (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellers: (i) the Purchase Price; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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;

Closing Obligations. At the Closing: -------------------, (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (to Buyer or accompanied by with assignments of stock attached thereto duly executed stock powers or equivalent documents)endorsed to Buyer, with signatures for all necessary transfer to Buyertaxes affixed or provided for; (ii) an executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement"); (iii) a certificate executed by Sellers representing and warranting Seller to Buyer the effect that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and and, except as otherwise stated in such certificate, is accurate in all respects as of the Closing Date as if made on the Closing Date Date; (giving full effect iii) the opinion of counsel to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to Seller, dated the Closing Date Date, substantially in accordance with Section 5.5.the form of Addendum II; (iv) the Principal Mutual Service Agreement, executed by Principal Mutual; and (v) a resolution of the Company authorizing transfer of Shares to BuyerAHP License Agreement, executed by Principal Mutual. (b) Buyer will deliver to SellersSeller: (i) the Purchase Price; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and and, except as otherwise stated in such certificate, is accurate in all respects as of the Closing Date as if made on the Closing Date;; and (iii) the opinion of counsel to Buyer, dated the Closing Date, substantially in the form of Addendum III. (c) Buyer shall execute the Principal Mutual Service Agreement and the AHP License Agreement.

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to BuyerPlum: (i) certificates representing that on completion of the SharesClosing, duly endorsed (or accompanied by duly executed stock powers or equivalent documents), with signatures for transfer to BuyerPlum shall be the owner of the Property; (ii) an the executed version consent of D.W.C. Resources, approving the assignment to Plum of the Shareholders Lease Agreement attached hereto for the Property dated February 14, 2003 between Seller and made a part hereof as Exhibit 3 (the Shareholder's Agreement")D.W.C. Resources; (iii) a certificate executed by Sellers Seller representing and warranting to Buyer Plum that each of Sellers' Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter Exhibits that were delivered by Sellers Seller to Buyer prior to Plum before the Closing Date in accordance with Section 5.5.Date); and (viv) a resolution of all other documents which Seller is obligated to execute and deliver on or before the Company authorizing transfer of Shares to BuyerClosing. (b) Buyer Plum will deliver to SellersSeller: (i) certificates in the Purchase Pricenames of the individual members of Seller, as set forth in Exhibit 2, representing an aggregate three million shares of GoldSpring, Inc. common stock; (ii) an the Note in the form attached to this Agreement as Exhibit 3 duly executed version of the Shareholders Agreementby Plum; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer Plum to the effect that, except as otherwise stated in such certificate, each of BuyerPlum'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) all other documents which Plum is obligated to execute and deliver on or before the Closing.

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) an executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement"); (iii) a certificate executed by Sellers Xxxxxxxxx representing and warranting to Buyer that each of Sellers' Xxxxxxxxx'x representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter Schedule that were delivered by Sellers Xxxxxxxxx to Buyer prior to the Closing Date in accordance with Section 5.5.); and (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellersdeliver: (i) to Seller, by bank cashier's or certified check payable to the Purchase Priceorder of, or by wire transfer to accounts specified by the Seller, the amount set forth on Schedule A attached hereto; (ii) an executed version of to the Shareholders Agreement;Escrow Agent by bank cashier's or certified check or by wire transfer $1,750,000 pursuant to the Escrow Agreement referred to in Section 7.4(c); and (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (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;.

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver deliver, or cause to be delivered, to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied Instruments of Conveyance executed by duly executed stock powers or equivalent documents), with signatures for transfer to BuyerSeller; (ii) an executed version possession of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement")Assets; (iii) a certificate executed by Sellers Seller 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 (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellers: (i) the Purchase Price; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of BuyerSeller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; (iv) such documents as Buyer or counsel for Buyer may reasonably request, including but not limited to letters-in-lieu of transfer order to purchasers of production from the Wells, and releases of all rxxxxxed Encumbrances (other than Permitted Encumbrances) affecting the Assets. (b) Buyer will deliver to Seller: (i) the Preliminary Amount, by wire transfer to the account(s) specified by Seller; (ii) the Instruments of Conveyance executed by Buyer; (iii) a certificate executed by Buyer representing and warranting to Seller that 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 (iv) such other documents as Seller or counsel for Seller may reasonably request.

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documents), with signatures powers) for transfer to Buyer; (ii) an release in the form of Exhibit 2.4(a)(ii) executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 by Seller (the Shareholder's Agreement"collectively, “Seller’s Release”); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller (“Employment Agreement”); (iv) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers Seller to Buyer prior to the Closing Date in accordance with Section 5.5.; and); (v) a resolution lease agreement in the form of Exhibit 2.4(a)(v) executed by Seller on the real property and buildings operated by the Company in Broussard, Louisiana (“Lease Agreement”); and (vi) an affidavit stating that the Seller’s United States taxpayer identification number and that the Seller is not a foreign person pursuant to Section 1445(b)(2) of the Company authorizing transfer of Shares to BuyerCode. (b) Buyer will deliver to SellersSeller: (i) the Purchase Priceamount of $83,600,000 by wire transfer to an account specified by Seller; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer representing and warranting to the effect that, except as otherwise stated in such certificate, Seller that each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iii) the Employment Agreement executed by Buyer; and (iv) the Lease Agreement executed by the Company.

Closing Obligations. At the Closing: -------------------: (a) Sellers The Sellers, will deliver to Buyer: (i) certificates representing the SharesCommon Shares held by the Sellers , duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures for transfer to Buyer; (ii) an executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement"); (iii) a certificate executed by each of the Sellers representing and warranting to Buyer that each of Sellers' the representations and warranties by him, or it in this Agreement was accurate in all material respects as of the date of this Agreement Agreements and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Sellers' Disclosure Letter Schedule that were delivered by Sellers the Company to Buyer prior to the Closing Date in accordance with Section 5.5.6.5); and (viii) a resolution of the Company authorizing transfer of Shares such other documents as are required to Buyer.be provided pursuant to Section 8; and (b) Buyer will deliver to Sellerseach Seller: (i) the Purchase Price;amount to be paid to each Sellers at the Closing as determined pursuant to Section 2.2 above. Such amounts shall be paid by bank cashier's check payable to each Seller. (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer representing and warranting to the effect that, except as otherwise stated in such certificate, each Seller 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 DateDate (giving full effect to any supplements to any schedules that were delivered, pursuant to this Agreement, by the Buyer to the Sellers or the Company prior to the Closing Date in accordance with Section 7.3); (iii) such other documents as are required to be provided pursuant to Section 9;

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to BuyerBacTech: (i) certificates representing an assignment of the Shares, duly endorsed (or accompanied Ownership Interests executed by duly executed stock powers or equivalent documents), with signatures for transfer to Buyerthe Seller; (ii) an executed version the resignations of TSVLP with Xxxxxxx X. Xxxx, Xxxxx X. Xxxx and Xxxxxxx X. Pass as manager/officers of TSLLC effective on the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the Shareholder's Agreement")Closing Date; (iii) a certificate executed by Sellers Seller and USEC representing and warranting to Buyer that BacTech that, except as stated in such certificate, each of Sellers' their representations and warranties in this Agreement and the Operating Agreement was accurate in all respects as of the date of this Agreement and the Operating Agreement, as the case may be, 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 Exhibits that were delivered by Sellers Seller to Buyer prior to BacTech before the Closing Date in accordance with Section 5.5.Date); and (viv) a resolution of all other documents which Seller and USEC are obligated to execute and deliver on or before the Company authorizing transfer of Shares to BuyerClosing, including the Members' Agreement and Operating Agreement. (b) Buyer BacTech will deliver to SellersSeller: (i) the Purchase Pricesum of One Hundred Fifty Thousand Dollars ($150,000.00) which BacTech will deliver by wire transfer to an account designated by TSVLP; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer BacTech to the effect that, except as otherwise stated in such certificate, each of BuyerBacTech's representations and warranties in this Agreement and the Operating Agreement was accurate in all respects as of the date of this Agreement and the Operating Agreement, as the case may be, and is accurate in all respects as of the Closing Date as if made on the Closing Date;; and (iii) all other documents which BacTech is obligated to execute and deliver on or before the Closing, including the Members' Agreement and Operating Agreement.

Closing Obligations. At the Closing: -------------------: (a) Sellers will deliver (collectively, the "Sellers' Closing Documents") to BuyerBuyers: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerBuyers; (ii) an releases in the form of Exhibit 2.4(a)(ii) executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 by Sellers (the Shareholder's Agreementcollectively, "Sellers' Releases"); (iii) a certificate executed by Sellers representing and warranting to Buyer Buyers that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer Buyers prior to the Closing Date in accordance with Section 5.5.), except that any such representation or warranty that is specifically stated to be accurate only as of a specified date shall remain accurate as of such date; (iv) Documentation establishing compliance with the requirements of Section 7.3 and Section 7.9; and (v) a resolution of the Company authorizing transfer of Shares to BuyerAdditional Documents specified in Section 7.4. (b) Buyer Buyers will deliver (collectively, the "Buyers' Closing Documents") to Sellers: (i) the Estimated Purchase PricePrice in immediately available funds by wire transfer to accounts specified by Sellers; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer Buyers to the effect that, except as otherwise stated in such certificate, that each of Buyer's Buyers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iii) the opinion specified in Section 8.4; and (iv) The Additional Documents specified in Section 8.4.

Closing Obligations. At the Closing: -------------------: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers or equivalent documentspowers), with signatures for transfer to Buyer; (ii) an a release in the form of Exhibit 2.5(a)(ii) executed version of the Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 by Seller (the Shareholder"Seller's AgreementRelease"); (iii) an employment agreement in the form of Exhibit 2.5(a)(iii), executed by R. Mxxxxxx ("X. Mxxxxxx Xxxloyment Agreement"); (iv) a certificate executed by Sellers Seller and the Company, representing and warranting to Buyer that each of Sellers' Seller's and the Company's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers Seller and the Company to Buyer prior to the Closing Date in accordance with Section 5.5.); and (v) a resolution an opinion of Packman, Neuwahl & Rosexxxxx, X.A., dated the Company authorizing transfer of Shares Closing Date, in the form agreed to Buyerby the parties. (b) Buyer will deliver to SellersSeller: (i) $795,600 by wire transfer payable to the Purchase Price;order of Seller. (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer Buyer, representing and warranting to the effect that, except as otherwise stated in such certificate, Seller that 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 (giving full effect to any supplements to the Buyer's Disclosure Letter prior to the Closing Date in accordance with Section 6.4); (iii) the R. Mxxxxxx Xxxloyment Agreement, executed by Buyer; (iv) an opinion of Haynxx xxx Boonx, XXP, dated the Closing Date;, in the form agreed to by the parties; and (v) the Interest due pursuant to Section 2.6 hereof.