Common use of Deliveries at the Closing Clause in Contracts

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------

Deliveries at the Closing. At 2.1 KAIR's Deliveries at the Closing: ------------------------- (a) Seller and/or Parent . At or prior to the Closing and as a condition of Closing, KAIR shall deliver or cause to be delivered to Buyer the Escrow Agent at their offices of Xxxxx & Associates located at 1900 Avenue of the Stars, Suite 1450, Xxx Xxxxxxx, Xxxxxxxxxx 00000, all of the following: (ia) a good and sufficient xxxx Original certificates representing the KAIR Shares registered in the name of sale for the AssetsStockholders, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liensrespectively, in substantially accordance with the percentages on Schedule 1 hereof; (b) The Officer's Certificate signed by KAIR's President and dated as of the Closing Date in the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensB; (iic) consents, A written resignation of the officers and directors of KAIR effective as of the Closing Date in substantially form satisfactory to the Stockholders; (d) Certified resolutions of the Board of Directors of KAIR in the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- C (iiii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance consummation of the transactions contemplated herebyby this Agreement; and (ii) electing the person(s) designated by KAIR as officer(s) and director(s) of KAIR effective as of the Closing Date; (ive) copies, A certified by an authorized officer of Parent, of minutes or resolutions list of the board record holders of directors, which KAIR Common Stock as of the most recent practicable date evidencing all of the shares of KAIR Common Stock issued and outstanding; (f) A certificate of good standing of KAIR from the State of Nevada as of the most recent practicable date; (g) A signed copy of the Escrow Instruction in the form of Exhibit D attached hereto; (h) Such other documents and instruments as shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of be reasonably necessary to effect the transactions contemplated hereby;; and (vi) The Stockholders have carefully reviewed a proposed Option Agreement under which Pollution Control Ltd., a Bahamian Company and affiliate of Xxxxxx Xxxxxx, to purchase 100% of the Escrow Agreementstock of the KAIR subsidiary holding all of the assets, subject to all of the liabilities of KAIR, for the total purchase price of $3,600. The Stockholders believe that the execution of the Option Agreement in substantially the form attached hereto as Exhibit D (1 is in the "Escrow Agreement"), executed by each best interests of --------- ---------------- Seller KAIR and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or therefore will cause same to be delivered to Seller Xxxx Xxxx Xxxxx with irrevocable instructions to deliver same to Pollution Control Ltd. immediately after the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------closing.

Deliveries at the Closing. At the Closing: -------------------------, in addition to the other actions contemplated elsewhere herein: (a) Seller and/or Parent Each Shareholder shall deliver deliver, or shall cause to be delivered delivered, to Buyer Merger Sub the following: (i) certificates representing all DDMS Shares held by such Shareholder, if any, duly endorsed for transfer; (ii) a good certificate from such Shareholder substantially in the form set forth in Treasury Regulation Section 1.1445-2(b); (iii) a consulting agreement between Merger Sub and sufficient xxxx of sale for LM Consulting LLC, a limited liability company wholly-owned by the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted LiensShareholders, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"“Consulting Agreement”), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Scheduleexecuted by LM Consulting LLC; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby;and (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all such other documents and instruments required hereunder as Merger Sub may reasonably request to be delivered effectuate or evidence the transactions contemplated by Seller this Agreement, including, without limitation, any documents necessary to Buyer at transfer the Closing;Intellectual Property to the Surviving Corporation. (b) Buyer DDMS shall deliver or cause to be delivered to Seller Merger Sub the following: (i) an instrument copies of assumption resolutions duly adopted by (A) the Shareholders and (B) the managers of liabilitiesDDMS authorizing the execution, in substantially the form attached hereto as Exhibit Cdelivery, and performance of this Agreement and all other documents and instruments to be delivered by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller DDMS pursuant to cause Buyer to assume the Assumed Liabilitiesthis Agreement; (ii) the Escrow limited liability company agreement of DDMS; (iii) a certificate of the President of DDMS certifying the accuracy and completeness of the resolutions and the limited liability company agreement delivered pursuant to paragraphs (i) and (ii) above; (iv) the limited liability company member records and minute books of DDMS; (v) certificates from the Secretary of State of Florida certifying (A) as to DDMS’ formation, valid existence and good standing as a domestic limited liability company in the State of Florida, together with a certificate of good standing from the Secretary of State or other appropriate governmental official of each jurisdiction in which DDMS is qualified to conduct its business as a foreign entity, and (B) the certificate of formation of DDMS, all dated no more than five days prior to the Closing Date; and (vi) such other documents and instruments as Merger Sub may reasonably request to effectuate or evidence the transactions contemplated by this Agreement, including, without limitation, any documents necessary to transfer the Intellectual Property to the Surviving Corporation. (c) InfoLogix and Merger Sub shall deliver, or shall cause to be delivered, to DDMS the following: (i) the Initial Cash Payment (as defined herein); (ii) the Consulting Agreement executed by BuyerMerger Sub; and (iii) all such other documents and instruments required hereunder as DDMS may reasonably request to be delivered effectuate or evidence the transactions contemplated by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow this Agreement. ------------.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and Seller shall deliver to the AssetsPurchaser: (A) stock certificates evidencing the Shares, free and clear endorsed in blank or accompanied by duly executed assignment documents duly authenticated to the satisfaction of any the Company’s stock transfer agent; (B) a copy of the Certificate of Incorporation of the Company, and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale")amendments thereto, together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all a certificate of Seller's and Affiliate's right, title and interest in or good standing each certified by the Secretary of State of Delaware dated as of a date not more than three days prior to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as date of the Closing, together with (C) a certificate from the appropriate governmental authority of the State of Delaware dated as of a date not more than three days prior to the date of the Closing showing that the Company has paid all taxes due and payable to the State of Delaware as of such date; (D) a current stockholder list generated by its transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Company’s common stock; (E) copies of the By-laws of the Company; (F) a certificate from Seller’s Secretary (or other documentation reasonably requested by applicable officer) certifying (x) the resolutions of the Board of Directors of Seller authorizing the transactions contemplated hereunder and (y) attesting to cause Buyer to assume the Assumed Liabilities; incumbency of the officers of Seller; and (G) a mutually-acceptable instrument evidencing assignment of the Seller Note; and (ii) the Escrow Agreement executed Purchaser shall deliver to Seller, (A) the cash portion of the Purchase Price by Buyerwire transfer of immediately available funds to an account designated by Seller; and and (iiiB) all other documents and instruments required hereunder to be delivered by Buyer to Seller at a mutually-acceptable instrument evidencing assignment of the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Purchaser Note.

Deliveries at the Closing. At the Closing: -------------------------: (ai) Seller and/or Parent shall Deliveries by the Members. The Members will deliver or cause to be delivered to Buyer Armada the following: (iA) a good and sufficient xxxx an Assignment of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest Membership Interests in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A C representing all of its Barstow Interests; (B) lien searches, title searches and judgment searches with respect to Barstow and its properties, reflecting no liens, levies or Liabilities other than as identified within the Barstow Disclosure Schedule; (C) a certificate from the Operating Members to the effect (i) that all third party consents specified in Section 4(b) of the Barstow Disclosure Schedule have been obtained, (ii) that all covenants of the Members in this Agreement and any Related Document have been complied with, and (iii) that all limited liability company and other actions necessary to consummate the transactions hereby and thereby shall have been taken; (D) certificates, if any, representing the Barstow Interests; (E) a Settlement and Release Agreement (the "Xxxx “Settlement and Release Agreement”) from Bxxxx Xxxxx releasing any profits interest in Barstow in the Form of Sale")Exhibit D. (F) a certificate of existence or good standing from its jurisdiction of organization dated as of a recent date; and (G) affidavits of the Members, together with such assignments and --------- ------------ other documentation reasonably requested by, and in form satisfactory to Armada, stating, under penalties of perjury, the Members’ United States taxpayer identification number and substance reasonably satisfactory to, Buyer to validly vest Buyer with all that such Members are not foreign persons for purposes of Seller's and Affiliate's right, title and interest in or to Section 1445 of the Assets, free and clear of all Liens other than Permitted Liens;Code. (ii) consents, in substantially the form attached hereto as Exhibit B-1, Deliveries by Armada. Armada will deliver to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller Members the following: (iA) an instrument of assumption of liabilities, in substantially Certificates representing the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesShare Consideration; (B) Certificate for 200,000 Armada Shares registered in the name of Bxxxx Xxxxx representing the consideration for the Settlement and Release Agreement; (C) the Promissory Notes; (D) a certificate from an officer of Armada to the effect (i) that all covenants of Armada in this Agreement and any Related Document have been complied with, and (ii) that all corporate and other actions necessary to consummate the Escrow Agreement executed by Buyertransactions hereby and thereby shall have been taken; and (iiiE) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------a certificate of existence or good standing from its jurisdiction of organization dated as of a recent date.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) Seller and/or Parent , the Company shall deliver or cause to be delivered to Buyer the followingeach Purchaser: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and letter to the AssetsCompany's stock transfer agent, free and clear acknowledged by the stock transfer agent, instructing such stock transfer agent to immediately deliver to such Purchaser one or more stock certificates registered in the name of any and all Liens other than Permitted Lienssuch Purchaser, representing the number of the Shares being purchased by such Purchaser pursuant to this Agreement; (ii) counterparts of the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A (the "Xxxx of SaleRegistration Rights Agreement"), together with such assignments duly executed by the Company and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 Side Letter, duly executed by the Company, Schnxxxxx Xxxurities, Inc. and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Keitx X. Xxxx; (iii) copiesa certificate of the secretary of the Company, certified by an authorized dated as of the date hereof, certifying (A) that true and complete copies of the Company's Fundamental Documents, as in effect on the date hereof, are attached to such certificate as Exhibit A to such certificate; (B) as to the incumbency and genuineness of the signatures of each officer of Seller, the Company executing any of minutes or the Equity Documents; (C) the genuineness of the resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally of the Company authorizing the execution execution, delivery and performance of this Agreement the Equity Documents to which the Company is a party and the performance consummation of the transactions contemplated hereby; thereby; and (ivD) copiesthat all consents, certified authorizations or orders of, or filings or registrations with, any Governmental Authority or other Person as may be necessary or required with respect to the execution and delivery by an authorized officer of Parent, of minutes or resolutions the Company of the board of directorsEquity Documents, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance consummation by the Company of the transactions contemplated hereby; (v) the Escrow Agreementthereby, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effector made, except for any consents, authorizations, orders, filings or registrations the absence of which would not have a Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated by the Equity Documents; and (viib) all other documents and instruments required hereunder to be delivered by Seller to Buyer at At the Closing; (b) Buyer , each Purchaser shall deliver or cause to be delivered to Seller the followingCompany: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, Purchase Price for the Shares being purchased by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller Purchaser pursuant to cause Buyer to assume the Assumed Liabilities;this Agreement; and (ii) counterparts of the Escrow Registration Rights Agreement and the Side Letter, duly executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------such Purchaser.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning Seller will deliver to Buyer all of Seller's (A) the various certificates, instruments and Affiliate's rightdocuments referred to in Section 3(a); (B) a bill xx sale and assignment, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, acceptable to Buyer conveying to validly vest Buyer with all of Seller's good and Affiliate's right, marketable title and interest in or to the AssetsAcquired Assets free from all liens, free encumbrances, leases, encroachments, restrictions, rights-of-way and clear of all Liens other than matters, excepting only the Permitted Liens; Encumbrances; (iiC) consents, real property and Intellectual Property transfer documents in substantially the form attached hereto as Exhibit B-1, and substance reasonably acceptable to the assignment Buyer; (D) a duly executed copy of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 Supply Agreement; (E) a duly executed copy of the Seller Disclosure ScheduleLicense Agreement; ---- (iiiF) copies, certified by an authorized officer of Seller, of minutes or resolutions a duly executed copy of the board Transition Agreement; (G) a duly executed copy of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing a waiver to permit the execution of this Agreement and the performance consummation of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents herein in form and substance reasonably satisfactory to Buyer executed by R.J. Xxxer Corporation, a Michigan corporation ("R.J. Xxxer") to permit the consummation of the transactions contemplated hereby and its counsel evidencing the continuing conduct of the Business by Metalsa and Buyer under that the approvals certain Marketing Agreement among R.J. Xxxer, Promotora de Empresas Zano, S.A. de C.V., a Mexican sociedad anonima de capital variable and consents specified Metalsa, dated as of October 9, 1997, substantially in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- F (the Assumed Liabilities as of the Closing, together with "Waiver"); and (H) such other documentation instruments of sale, transfer, conveyance and assignment as Buyer reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities;may request; and (ii) Buyer will deliver to Seller (A) the Escrow Agreement Purchase Price, determined as of the Closing Date, in immediately available funds; (B) the various certificates, instruments, and documents referred to in Section 3(b); (C) an assumption agreement in form and substance reasonably acceptable to Seller; (D) a duly executed by Buyercopy of the Supply Agreement; (E) a duly executed copy of the License Agreement; (F) a duly executed copy of the Transition Agreement; (G) a duly executed copy of the Waiver; and (H) such other instruments of assumption as Seller reasonably may request; and (iii) Buyer and Seller will mutually agree on the apportionment of all other documents real property Taxes, personal property Taxes and instruments required hereunder similar Taxes, on a daily basis, as contemplated hereby, and memorialize such agreement in a certificate to be delivered by executed at the Closing, and Seller shall timely pay all such Taxes for 2000 and Buyer shall reimburse to Seller at Closing its portion of all such apportioned taxes. Without limiting the generality of the foregoing, at the Closing; , Seller shall convey to Buyer, its nominees, successors or assigns, by General Warranty Deed, good and marketable fee simple title to the Owned Real Estate, insurable by a policy of title insurance issued by a reputable title company (cthe "Title Company") Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------survey coverage, free from all liens, encumbrances, leases,

Deliveries at the Closing. At the Closing: -------------------------, (a) Seller and/or Parent the Company shall deliver or cause the following items to be delivered to Buyer the followingSeries D Investors: (i) a good copy of the register of members of the Company reflecting the issuance of the Class B Ordinary Shares to such Series D Investor pursuant to Section 2.1, certified by the registered agent of the Company to be a true and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Lienscomplete copy thereof; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment a copy of the contracts listed share certificate to each Series D Investor representing the Class B Ordinary Shares being purchased by such Series D Investor, with the original (duly signed for and on Schedules 2.30 and ----------- -------------- 2.31 behalf of the Seller Disclosure Schedule; ----Company) to be delivered to such Series D Investor within ten (10) Business Days after the Closing; (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions a closing certificate dated as of the board Closing Date signed by the Founders, the Company and Shanghai Hesai, certifying that all of directors and Parent, as sole stockholder, which shall not the conditions set forth in Section 5.2 have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyfulfilled; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions all supporting documents with respect to the satisfaction of the board of directors, which shall not conditions set forth in Section 5.2 except for those that have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyprovided to such Series D Investor earlier; (v) a copy of the Escrow Agreement, in substantially new business license of Shanghai Hesai evidencing Shanghai Hesai has been altered into a wholly owned subsidiary of the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and ParentHK Company; (vi) documents a copy of each of the Reorganization Documents (as defined in form and substance reasonably satisfactory to Buyer and its counsel evidencing that Schedule C) duly signed by the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectparties thereto; and (viib) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following:, (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as respect of the ClosingUS Series D Investor, together with the principal amount under the Convertible Loan shall automatically be converted into certain Class B Ordinary Shares as set forth opposite the US Series D Investor’s name under the heading “Number of Ordinary Shares” in Schedule A-2 attached hereto, and the respective Purchase Price payable by the US Series D Investor shall be deemed paid off upon such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities;automatic conversion; and (ii) in respect of the Escrow Agreement executed PRC Series D Investor, the PRC Series D Investor shall pay the Purchase Price set forth opposite the PRC Series D Investor in Schedule A-2 for the Class B Ordinary Shares by Buyer; and wire transfer of immediately available funds in U.S. dollars to a bank account designated in writing by the Company at least five (iii5) all other documents and instruments required hereunder Business Days prior to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit , and provide the Escrow Amount Company with a copy of the Escrow Agent remittance receipt or other evidencing document which shows the Purchase Price has been transferred to the bank account designated by the Company in accordance with Article VIII and the Escrow Agreement. ------------full amount.

Deliveries at the Closing. At the Closing: -------------------------: (a) Seller and/or Parent the Buyer shall deliver deliver, or cause to be delivered delivered, to Buyer Parent (or its designee) the following:Purchase Price in cash by one or more wire transfers (as designated by Parent in writing) of immediately available funds in U.S. dollars to the bank account or accounts designated by Parent in writing; (b) Parent shall deliver, or cause to be delivered, to the Buyer, stock certificates representing the Hollander Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; (c) ADP Atlantic shall deliver, or cause to be delivered, to the Buyer, stock certificates representing each of the CSG Shares and the IMS Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; (d) except as set forth in Section 2.7(a), each Foreign Share Seller shall (i) a good and sufficient xxxx of sale for the Assetsdeliver, sellingor cause to be delivered, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the AssetsBuyer, free and clear of any and all Liens other than Permitted Liensstock certificates or the relevant local equivalent or formality representing its respective Foreign Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in substantially the proper form attached hereto as Exhibit A for transfer or (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or ii) subject to the cooperation of the Buyer, take such other actions as are necessary to effect the transfer of its respective Foreign Shares to the Buyer; (e) each Foreign Asset Seller shall deliver, or cause to be delivered, to the Buyer, its respective Foreign Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (viif) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer Parent shall deliver deliver, or cause to be delivered delivered, to Seller the following: (i) an instrument of assumption of liabilitiesBuyer, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as executed assignments of the Closing, together with such other documentation reasonably requested by Seller Intellectual Property set forth on Annex 2.3(f) from Parent or its Affiliates to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------.

Deliveries at the Closing. (i) At the Closing: ------------------------- (a) Seller and/or Parent , Sellers shall deliver or cause to be delivered to Buyer the followingPurchaser, or any other person described below: (iA) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer Certificate(s) evidencing all of Seller's and Affiliate's rightthe Sellers’ Shares (the “Certificate”), title and interest endorsed in and blank or accompanied by duly executed assignment documents, in each instance with a signature that is a medallion guaranteed or otherwise acceptable to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A Company’s stock transfer agent (the "Xxxx of Sale"“Transfer Agent”), together with such assignments and --------- ------------ other documentation reasonably requested by, and to be delivered as specified in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensSection 3(a)(i); (iiB) consentsthe Company’s full and complete certificate of incorporation and bylaws, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copiesamended if applicable, certified by an authorized officer of Seller, of minutes or resolutions the Secretary of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyCompany; (ivC) copiesthe Company’s full and complete minute book and corporate seal and all other original corporate documents and agreements, certified by an authorized officer of Parent, of minutes or resolutions the Secretary of the board of directorsCompany, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyas applicable; (vD) a Certificate of Existence with Status in Good Standing in respect of the Escrow AgreementCompany, in substantially issued by the form attached hereto as Exhibit D (the "Escrow Agreement")State of Delaware, executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory dated not earlier than five days prior to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (bE) Buyer a full and complete list of the Company’s stockholders of record, certified by the Transfer Agent as of a date not earlier than three days prior to the Closing (the “Stockholder List”); (F) the assignments, assumptions, transfers of all claims, debts, liabilities, whether actual, pending or contingent, arising out of any action, or omission from inception of the Company through the Closing (collectively "Liabilities"), such that, to the reasonable satisfaction of the Purchaser and its counsel, the Company shall deliver or cause to be delivered to Seller have no Liabilities outstanding at the following:Closing; and (iG) an instrument any other documents, books, records (including tax records and bank statements), agreements, and financial data of assumption of liabilities, in substantially any sort relating to the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities;Company. (ii) Purchaser shall authorize the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder Holder to be delivered by Buyer release to each Seller at the Closing; (c) Buyer shall deposit portion of the Escrow Amount with Purchase Price set forth under each Seller’s name on the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------signature page below.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , the Seller and/or Parent shall deliver to the Buyer or cause to be delivered to Buyer the followingBuyer, as applicable: (i) a good counterpart of an assignment, assumption and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A agreement (the "“Xxxx of Sale"”), together with such assignments and --------- ------------ other documentation reasonably requested by, and in the form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Exhibit A duly executed by the Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consentsa counterpart of the intellectual property license agreement (the “Intellectual Property License Agreement”), in substantially the form attached hereto as of Exhibit B-1D hereto, to duly executed by the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Seller; (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions a counterpart of the board patent assignment (the “Patent Assignment”), in the form of directors and ParentExhibit E hereto, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing duly executed by the execution of this Agreement and the performance of the transactions contemplated herebySeller; (iv) copiessuch other duly executed instruments of sale, certified by an authorized officer of Parenttransfer, of minutes conveyance and assignment and assumption, as the Buyer or resolutions its counsel may reasonably request, in form reasonably satisfactory to the Seller, to effectuate the transfer of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing Acquired Assets to the execution of this Agreement and Buyer (the performance of the transactions contemplated hereby“Other Assignment Documents”); (v) a counterpart of the Escrow AgreementNon-Competition Agreement between the Buyer and Xxxxxx Xxxxx, in substantially the form attached hereto as of Exhibit D F (the "Escrow “Non-Competition Agreement"”), duly executed by each of --------- ---------------- Seller and Parentthe parties thereto other than the Buyer; (vi) documents copies of all consents listed on Schedule 5.3; (vii) certified copies of the Fundamental Documents of the Seller and the authorizing resolutions and incumbency certificates of the Seller for this Agreement and the Documents; (viii) certificates from the Secretary or similar authority of the State or other jurisdiction of formation to the effect that the Seller is in existence in such jurisdiction and filed all reports due and paid all fees, taxes and penalties owed to the Secretary or similar authority of the State or other jurisdiction of formation of the Seller, dated as of a date not more than twenty (20) days prior to the Closing Date; (ix) a counterpart of a transition and manufacturing services agreement, in the form attached as Exhibit G (the “Transition and substance reasonably Manufacturing Services Agreement”), duly executed by the Seller; (x) evidence satisfactory to the Buyer and its counsel evidencing that of the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are Seller’s payment in full force and effectof all payables listed on Schedule 5.21; and (viixi) all other documents and instruments evidence satisfactory to the Buyer of the Seller’s purchase of the product liability insurance required hereunder to be delivered by Seller to Buyer at the Closing;Section 9.10. (b) At the Closing, the Buyer shall deliver or cause to be delivered to Seller the followingSeller: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as confirmations of the Closing, together with such other documentation reasonably requested wire transfers of immediately available funds required by Seller to cause Buyer to assume the Assumed Liabilitiesterms and conditions of Section 2.1(a); (ii) a counterpart of the Escrow Agreement Xxxx of Sale, duly executed by the Buyer; (iii) an executed Undertaking and Assumption of Liabilities (the “Undertaking and Assumption of Liabilities”), in the form of Exhibit B, duly executed by the Buyer; (iv) a counterpart of the Intellectual Property License Agreement, duly executed by the Buyer; (v) a counterpart of the Patent Assignment, duly executed by the Buyer; (vi) a counterpart of the Non-Competition Agreement, duly executed by the Buyer; (vii) certified copies of the Fundamental Documents of the Buyer, and the authorizing resolutions and incumbency certificates of the Buyer for this Agreement and the Documents; (viii) certificates from the Secretary or similar authority of the State or other jurisdiction of formation to the effect that the Buyer is in existence in such jurisdiction and filed all reports due and paid all fees, taxes and penalties owed to the Secretary or similar authority of the State or other jurisdiction of formation of the Buyer, dated as of a date not more than twenty (20) days prior to the Closing Date; (ix) a certificate from the Secretary of State or similar authority of each State or other jurisdiction in which the Buyer is qualified to do business to the effect that the Buyer is in good standing in such state or jurisdiction, dated as of a date not more than twenty (20) days prior to the Closing Date; and (iiix) all other documents a counterpart of the Transition and instruments required hereunder to be delivered Manufacturing Services Agreement, duly executed by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Buyer.

Deliveries at the Closing. At the Closing: -------------------------, in addition to the other actions contemplated elsewhere herein: (a) Each Seller and/or Parent and Upstream Party, as appropriate, shall deliver deliver, or shall cause to be delivered delivered, to Buyer the following: (i) an assignment of partnership interests in form and substance reasonably satisfactory to Sellers and Buyer (the "Assignment of Interests") assigning all of the Interests owned by the Sellers to Buyer; (ii) a certificate, dated the Closing Date and signed by each Seller and each Upstream Party, to the effect set forth in Sections 8.1, 8.2 and 8.3; (iii) the signed resignations of the general partner and all officers, if any, of the Partnership, dated and effective as of the Closing Date; (iv) general releases in favor of the Partnership executed by each Seller and by each officer, if any, of the Partnership in form and substance satisfactory to counsel for Buyer, releasing the Partnership from all liability to such persons or entities, except with respect to the Seller's Loan; (v) [Intentionally omitted]; (vi) [Intentionally omitted]; (vii) [Intentionally omitted]; (viii) the Right of First Offer in the form attached hereto as Exhibit 7.9; (ix) an agreement with JMP Securities LLC relating to the payments of its fee in connection with this transaction; (x) an agreement with certain of its Affiliates terminating certain agreements between the Affiliates and the Partnership; (xi) agreements from Randy Harris, John Previ and Arthur Augugliario agreeing not to make any claims xxxxxxx xxx Paxxxxrship or Buxxx xxr any severance payments and other related obligations, including, without limitation, any stay bonuses, except as set forth in such agreements; and (xii) such other documents and instruments as Buyer may be reasonably request to effectuate or evidence the transactions contemplated by this Agreement. (b) Sellers, insofar as each is able, shall cause the Partnership to deliver to Buyer the following: (i) a certificate, dated the Closing Date and signed by the Sellers, to the effect set forth in Sections 8.1 and 8.2; (ii) copies of the Partnership's certificate of limited partnership and partnership agreement, or the corresponding charter documents, and all amendments thereof to date, certified as of a recent date by the Secretary of State or corresponding certifying authority of the Partnership's respective jurisdiction of organization and by the Secretary of the General Partner of the Partnership; (iii) certificates of good and sufficient xxxx standing of sale a recent date for the AssetsPartnership, sellingcertified by the Secretaries of State or corresponding certifying authorities of each such entity's respective jurisdiction of organization and of each state in which such entities are qualified to do business; (iv) copies of the resolutions of the board of directors or corresponding governing body of the Partnership's General Partner and the Partnership itself authorizing the execution, deliveringdelivery and performance of this Agreement and the other agreements and instruments referred to herein, transferring certified as of the Closing Date by the Secretary of the General Partner of the Partnership; (v) the original seals, minute books and assigning Interest transfer and record books of the Partnership as they exist on the Closing Date and such of their files, books and records as Buyer may request; (vi) the releases more fully described in Section 8.9; and (vii) such other documents and instruments as Buyer may reasonably request to effectuate or evidence the transactions contemplated by this Agreement. (c) Buyer all shall deliver, or shall cause to be delivered, to Sellers and the Upstream Parties, as appropriate, the items set forth below: (i) that portion of Seller's and Affiliate's rightthe Purchase Price referred to in Section 2.2(i); (ii) [Intentionally omitted]; (iii) a certificate of Buyer, title and interest in and signed by the Vice Chairman of Buyer, to the Assets, free effect set forth in Sections 9.1 and clear 9.2; (iv) a copy of any Buyer's certificate of incorporation and bylaws and all Liens amendments thereof to date, certified as of a recent date by the Secretary of State of Delaware and by the Secretary or an Assistant Secretary of Buyer, and accompanied by a certificate of good standing as of a recent date for Buyer, certified by the Secretary of State of Delaware; (v) a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement and the other than Permitted Liensagreements and instruments referred to herein, certified as of the Closing by the Secretary or an Assistant Secretary of Buyer; (vi) [Intentionally omitted]; (vii) the promissory note more fully described in substantially Section 2.2 which constitutes the Purchase Money Financing; (viii) the Right of First Offer in the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect7.9; and (viiix) all such other documents and instruments required hereunder as Sellers may reasonably request to be delivered effectuate or evidence the transactions contemplated by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow this Agreement. ------------.

Deliveries at the Closing. At the Closing: -------------------------: (ai) Seller and/or Parent shall deliver will deliver, or cause to be delivered delivered, to Buyer the following: (iA) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer Stock certificates representing all of Seller's and Affiliate's rightthe Shares, title and interest endorsed in and to blank or accompanied by duly executed assignment documents. (B) A copy of the Assetsarticles or certificates of incorporation, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A amended (the "Xxxx of Sale"or comparable organizational documents), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, Altama and Altama’s Subsidiaries, each certified by the Secretary of minutes State (or resolutions comparable Governmental Entity) of the board of directors and Parentjurisdiction in which each such entity is incorporated or organized, as sole stockholderof a date reasonably close to the Closing Date, which shall not accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated the Closing Date, stating that no amendments have been rescinded made to such articles or modifiedcertificate of incorporation (or comparable organizational documents) since such date. (C) A copy of the bylaws, unconditionally as amended (or comparable organizational documents), of Seller and Altama and its Subsidiaries, accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated the Closing Date, stating that such bylaws are currently in effect. (D) Certificates of good standing or existence for Seller and Altama and its Subsidiaries from the Secretary of State (or comparable Governmental Entity) of the jurisdiction in which such entity is incorporated or organized, as of a date reasonably close to the Closing Date, accompanied by a bring down certificate from such Secretary of State dated as of the Closing Date. (E) A copy of the resolutions adopted by Seller’s Board of Directors authorizing the Seller’s execution and delivery of this Agreement and the performance of Seller Transaction Documents and the transactions contemplated herebyhereby and thereby. (F) A Transition Services Agreement in the form of Exhibit J annexed hereto, executed by Buyer (the “Transition Services Agreement”). (G) The M&T Consent and Termination, executed by M&T; (ivH) copies, certified by an authorized officer of Parent, of minutes or resolutions UCC-3 releases and all other instruments necessary to record the release of the board Released M&T Debt and Collateral, in each case in form suitable for filing with all appropriate Governmental Entities. (I) The Escrow Agreement, executed by the Seller (J) The Xxxxxx Obligations Assumption, executed by Seller and Altama. (K) A Sublease Agreement in the form of directorsExhibit K , executed by Buyer (the “Sublease”) (L) Written resignations, effective as of the Closing (or evidence of the prior resignation or removal), from all directors and officers of Altama and its Subsidiaries, from all of their respective positions as directors and/or officers of Altama and its Subsidiaries. (M) A copy of the releases executed by Seller, Altama and Altama PR pursuant to Section 2(d) above. (N) A certificate, in such form as is reasonably satisfactory to Buyer, certifying that Seller is not a foreign person for purposes of Code Section 1445 or that the acquisition is otherwise exempt from withholding under Code Section 1445. (O) A copy of the Confirmation (as defined in the M&T Consent and Termination), which shall not have been rescinded duly executed and delivered to M&T. (P) Such other instruments as may be necessary or modified, unconditionally authorizing appropriate to carry out the execution of transactions conducted by this Agreement and to comply with the performance of terms hereof. Additionally, promptly following the transactions contemplated hereby;Closing, Seller deliver to Buyer Altama’s minute books, stock transfer records, stock certificates (other than the stock certificates representing the Shares, which shall be delivered at Closing), corporate seal and other materials related to its corporate administration. (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (bii) Buyer shall deliver will deliver, or cause to be delivered delivered, to Seller the following: (iA) an instrument The Note and Pledge Security Agreement, executed by the Buyer. (B) The Golden Gate Guaranty, executed by the Golden Gate Entities. (C) The Altama Guaranty, executed by Altama. (D) The Security Agreement, executed by Altama. (E) The Sublease, executed by Altama. (F) A stock certificate representing the Shares and a stock power executed in blank by Buyer. (G) The Transition Services Agreement, executed by the Buyer and Altama. (H) A copy of assumption the articles or certificates of liabilitiesincorporation, as amended (or comparable organizational documents), of Buyer, certified by the Secretary of State (or comparable Governmental Entity) of the jurisdiction in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- is incorporated or organized, as of a date reasonably close to the Assumed Liabilities Closing Date, accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated the Closing Date, stating that no amendments have been made to such articles or certificate of incorporation (or comparable organizational documents) since such date. (I) A copy of the bylaws, as amended (or comparable organizational documents), of Buyer, accompanied by a certificate of the Secretary or Assistant Secretary of Buyer, dated the Closing Date, stating that such bylaws are currently in effect. (J) Certificates of good standing or existence for Buyer from the Secretary of State (or comparable Governmental Entity) of the jurisdiction in which Buyer is incorporated or organized, as of a date reasonably close to the Closing Date, accompanied by a bring down certificate from such Secretary of State (or comparable Governmental Entity) dated as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities;Closing Date. (iiK) A copy of the Escrow resolutions adopted by the Board of Directors or similar governing body of Buyer authorizing the execution and delivery of this Agreement executed and the other Buyer Transaction Documents and the transactions contemplated hereby and thereby by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------.

Deliveries at the Closing. (i) At the Closing: -------------------------, Seller and Buyer shall each execute and deliver to each other the following documents (collectively, the “A&A Agreements”): (aA) an assignment and assumption of the Contracts and Licenses substantially in the form(s) attached hereto as Exhibit B, pursuant to which Seller shall assign all Contracts and Licenses to Buyer and Buyer shall assume all obligations thereunder (including, without limitation, all Assumed Liabilities relating thereto) accruing or arising from and after the Closing Date; provided, however, that such assignment shall not prejudice, impair or restrict Seller’s or its Affiliates’ ability to assert any defenses, counterclaims or objections that Seller may have with respect to any of the Contracts or Licenses; and (B) an assignment and assumption of the Leases substantially in the form(s) attached hereto as Exhibit D, pursuant to which Seller shall assign all Leases to Buyer and Buyer shall assume all obligations thereunder (including, without limitation, all Assumed Liabilities relating thereto) accruing or arising from and after the Closing Date; provided, however, that such assignment shall not prejudice, impair or restrict Seller’s or its Affiliate’s ability to assert any defenses, counterclaims or objections that Seller may have with respect to any of the Leases. (ii) Seller and/or Parent shall deliver deliver, or shall cause to be delivered delivered, to Buyer each of the following: (iA) a good and sufficient xxxx of sale for the Assetsspecial warranty deed, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest substantially in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A F (the "Xxxx of Sale"“Deed”), together with such assignments duly executed and --------- ------------ other documentation reasonably requested byin recordable form, and conveying fee simple absolute title to the Real Property to Buyer, subject only to the Permitted Encumbrances; (B) customary title affidavits required by the Title Company in order to issue the Title Policy, each in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or acceptable to the AssetsTitle Company; (C) an affidavit, in accordance with the Foreign Investment in Real Property Tax Act, confirming that Seller is a “United States Person” within the meaning of Section 1445 of the Code; (D) a Xxxx of Sale substantially in the form attached hereto as Exhibit G conveying, transferring and selling to Buyer, without warranty or representation, the Personal Property, free and clear of all Liens other than liens and encumbrances except the Permitted LiensEncumbrances; (iiE) consentsevidence of the authority of the persons executing the Closing Documents being executed and delivered by Seller; (F) other documents that shall be reasonably required by the Title Company in order to issue the Title Policy including any documents or instruments or payments required to cure the Required Cure Items; (G) an updated rent roll including all delinquencies, security deposits, prepaid amounts, and concessions with respect to the Leases; and (H) counterparts of notices to Tenants substantially in substantially the form attached hereto as Exhibit B-1H duly executed by Seller, to which notices shall be delivered by or on behalf of Seller within five (5) Business Days following the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Closing. (iii) copiesBuyer shall deliver, certified by an authorized officer of Selleror shall cause to be delivered, of minutes or resolutions to Seller each of the board following: (A) the balance of directors and Parent, as sole stockholder, the Purchase Price (which shall not have been rescinded or modified, unconditionally authorizing be equal to the execution of this Agreement and Purchase Price less the performance amount of the transactions contemplated herebyDeposit), subject to apportionments, credits and adjustments as provided in and as required to be made or given pursuant to this Agreement, by wire transfer of immediately available funds pursuant to wire transfer instructions provided by Seller to Buyer and Escrow Agent; (ivB) copies, certified by an authorized officer of Parent, of minutes or resolutions evidence of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance authority of the transactions contemplated herebypersons executing the Closing Documents being executed and delivered by Buyer; (vC) other documents that shall be reasonably required by the Escrow Agreement, Title Company in order to issue the Title Policy; (D) counterparts of notices to Tenants substantially in the form attached hereto as Exhibit D (the "Escrow Agreement"), H duly executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to Buyer, which notices shall be delivered by or on behalf of Seller to Buyer at within five (5) Business Days following the Closing;. (biv) Seller and Buyer shall prepare and execute and deliver or cause to be delivered to Seller each other a final closing statement (the following: (i“Closing Statement”) an instrument of assumption of liabilitiessetting forth the Purchase Price and reflecting all closing adjustments, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents credits and instruments prorations required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------hereunder.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall deliver or cause to be delivered to Buyer Purchaser the following: (i) a good A certificate executed by Seller, dated as of the Closing Date, certifying in such detail as Purchaser may reasonably request that subject to the matters disclosed in the Disclosure Memorandum, as it may be supplemented by Seller from time to time, all representations and sufficient xxxx warranties of sale for Seller in this Agreement are true in all material respects as of the AssetsClosing Date and will not omit to state any material fact necessary in order to make the statements therein, sellingin light of the circumstances under which they were made, delivering, transferring and assigning to Buyer all not misleading. (ii) A certificate of the Secretary or an Assistant Secretary of Seller's , dated as of the Closing Date, certifying in such detail as Purchaser may reasonably request (A) that attached thereto is a true and Affiliate's rightcomplete copy of resolutions adopted by the Board of Directors of Seller authorizing the execution, title delivery, and interest performance of this Agreement, the Bill ox Xxle and Assignment Agreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (B) as to the Assetsincumbency and specimen signature of each officer of Seller executing this Agreement, free the Bill ox Xxle and clear Assignment Agreement, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of any Seller as to the incumbency and all Liens other than Permitted Lienssignature of the officer signing such certificate; (iii) The opinion of Kilpatxxxx Xxxxxxxx XXX, counsel to Seller, in substantially the form attached hereto as of Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyB hereto; (iv) copiesThe Bill ox Xxle and Assignment Agreement, certified duly executed by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebySeller; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and ParentThe Consents; (vi) A Cross-Receipt, duly executed by Seller; (vii) To the extent necessary pursuant to Section 7.2(f) below, a mutually acceptable liquor license management agreement or agreements; (viii) All operating manuals and other documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectprovided by Franchisor; and (viiix) all Any other documents and instruments required hereunder that Purchaser may reasonably request at least three days prior to be delivered by Seller the Closing in order to Buyer at effectuate the Closing;transactions contemplated hereby. (b) Buyer At the Closing Purchaser shall deliver or cause to be delivered to Seller the following: (i) A certificate executed by Purchaser, dated as of the Closing Date, certifying in such detail as Seller may reasonably request that all representations and warranties of Purchaser in this Agreement are true in all material respects as of the Closing Date; (ii) A certificate of the Secretary or an Assistant Secretary of Purchaser, dated as of the Closing Date, certifying in such detail as Seller may request (A) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the Bill ox Xxle and Assignment Agreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (B) as to the incumbency and specimen signature of each officer of Purchaser executing this Agreement, and any certificate or instrument furnished pursuant hereto or to be furnished in connection herewith as of assumption the Closing Date, and a certification by another officer of liabilitiesPurchaser as to the incumbency and signature of the officer signing such certificate; (iii) The funds constituting the Purchase Price; (iv) The Bill ox Xxle and Assignment Agreement, duly executed by Purchaser; (v) The opinion of Hinkle, Xxxxxxxx & Xlkourx, X.X.C., counsel to Purchaser, in substantially the form attached hereto as of Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesC hereto; (iivi) the Escrow Agreement A Cross-Receipt, duly executed by BuyerPurchaser; and (iiivii) all Any other documents and instruments required hereunder that Seller may reasonably request at least three days prior to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------.

Deliveries at the Closing. At the Closing: -------------------------, in addition to the other actions contemplated elsewhere herein: (a) Seller and/or Parent shall deliver deliver, or shall cause to be delivered delivered, to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer certificates representing all of Sellerthe Shares, duly endorsed for transfer or with stock powers affixed thereto, executed in blank in proper form for transfer; (ii) a duly executed counterpart of an Agreement for Purchase and Sale of Real Estate for each of the Company's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liensproperties, in substantially the form of that attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensB; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer a copy of Seller, of minutes or the resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally corresponding governing body of Seller authorizing the execution execution, delivery and performance by Seller of this Agreement and the performance other agreements and instruments referred to herein, certified as of the transactions contemplated herebyEffective Date by the Secretary or an Assistant Secretary of Seller; (iv) copiesa Certificate of Existence of a recent date for Seller, certified by an authorized officer the Secretary of Parent, of minutes or resolutions State of the board State of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby;Louisiana. (v) a copy of Company's Articles of Incorporation, certified as of a recent date by the Escrow AgreementSecretary of State of the State of Indiana and by the Secretary of Company, in substantially and a copy of Company's By-laws certified by the form attached hereto as Exhibit D (the "Escrow Agreement")Secretary of Company, executed by each of --------- ---------------- Seller including any and Parentall amendments to date; (vi) documents in form a Certificate of Existence of a recent date for Company, certified by the Secretary of State of the State of Indiana; (vii) the original corporate seals, minute books and substance stock transfer and record books of Company as they exist on the Closing and such of its files, books and records as Buyer may reasonably satisfactory to Buyer and its counsel evidencing that request; (viii) a duly executed copy of the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectEmkay lease assignment; and (viiix) all such other documents and instruments required hereunder as Buyer may reasonably request to be delivered effectuate or evidence the transactions contemplated by Seller to Buyer at the Closing;this Agreement. (b) Buyer shall deliver deliver, or shall cause to be delivered delivered, to Seller the followingitems described below: (i) the Purchase Price via wire transfer; (ii) a copy of the resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement and the other agreements and instruments referred to herein, certified as of the Closing by the Secretary or an instrument Assistant Secretary of assumption Buyer; (iii) a duly executed counterpart of liabilitiesan Agreement for Purchase and Sale of Real Estate for each of the Company's properties, in substantially the form of that attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesB; (iiiv) a Certificate of Good Standing of a recent date for Buyer, certified by the Escrow Agreement Secretary of State of the State of Delaware; (v) a duly executed by Buyercopy of the Emkay lease and any related guaranties evidencing that Buyer will transfer these assets to its own lease; and (iiivi) all such other documents and instruments required hereunder as Seller may reasonably request to be delivered effectuate or evidence the transactions contemplated by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow this Agreement. ------------.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall deliver or cause to be delivered to Buyer Purchaser the following: (i) a good A certificate executed by Seller, dated as of the Closing Date, certifying in such detail as Purchaser may reasonably request that subject to the matters disclosed in the Disclosure Memorandum, as it may be supplemented by Seller from time to time, all representations and sufficient xxxx warranties of sale for Seller in this Agreement are true in all material respects as of the Assets, selling, delivering, transferring and assigning to Buyer all Closing Date; (ii) A certificate of the Secretary or an Assistant Secretary of Seller's , dated as of the Closing Date, certifying in such detail as Purchaser may reasonably request (A) that attached thereto is a true and Affiliate's rightcomplete copy of resolutions adopted by the Board of Directors of Seller authorizing the execution, title delivery, and interest performance of this Agreement, the Xxxx of Sale and Assignment Agreement, and the Deeds, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (B) as to the Assetsincumbency and specimen signature of each officer of Seller executing this Agreement, free the Xxxx of Sale and clear Assignment Agreement, the Deeds, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of any Seller as to the incumbency and all Liens other than Permitted Lienssignature of the officer signing such certificate; (iii) The opinion of Xxxxxxxxxx Xxxxxxxx LLP, counsel to Seller, in substantially the form attached hereto as of Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyC hereto; (iv) copiesThe Xxxx of Sale and Assignment Agreement, certified duly executed by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebySeller; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and ParentThe Consents; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(cThe Deeds, duly executed by Seller; (vii) and 6.3(c) hereof have been obtained and are in full force and effectA Cross-Receipt, duly executed by Seller; and (viiviii) all Any other documents and instruments required hereunder that Purchaser may reasonably request at least three days prior to be delivered by Seller the Closing in order to Buyer at effectuate the Closing;transactions contemplated hereby. (b) Buyer At the Closing Purchaser shall deliver or cause to be delivered to Seller the following: (i) A certificate executed by Purchaser, dated as of the Closing Date, certifying in such detail as Seller may reasonably request to the fulfillment of the conditions specified in Sections 7.3(a) and (b) hereof; (ii) A certificate of the Secretary or an Assistant Secretary of Purchaser, dated as of the Closing Date, certifying in such detail as Seller may request (i) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the Xxxx of Sale and Assignment Agreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (ii) as to the incumbency and specimen signature of each officer of Purchaser executing this Agreement, and any certificate or instrument furnished pursuant hereto or to be furnished in connection herewith as of assumption the Closing Date, and a certification by another officer of liabilitiesPurchaser as to the incumbency and signature of the officer signing such certificate; (iii) The funds constituting the Purchase Price; (iv) The Xxxx of Sale and Assignment Agreement, duly executed by Purchaser; (v) The opinion of Xxxxxxxxx Law Firm, counsel to Purchaser, in substantially the form attached hereto as of Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesD hereto; (iivi) the Escrow Agreement A Cross-Receipt, duly executed by BuyerPurchaser; and (iiivii) all Any other documents and instruments required hereunder that Seller may reasonably request at least three days prior to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------.

Deliveries at the Closing. At or prior to the Closing: -------------------------: (a) Seller and/or Parent shall the Company will deliver or cause to be delivered to Buyer the followingPurchaser: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer An executed Agreement with all of Seller's exhibits and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liensschedules attached hereto; (ii) consents, The certificates (in substantially such denominations as Purchaser shall request) for the form attached hereto Series B Preferred Stock and the Warrants (in such denominations as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Purchaser shall request); (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions A copy of the board Series B Certificate, filed with the Delaware Secretary of directors and ParentState, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement amended and the performance in effect as of the transactions contemplated herebyClosing Date; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions Consent of the board holders of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance Series A Preferred Stock representing all of the transactions contemplated herebyshares of Series A Preferred Stock outstanding as of the date of the Series B Certificate; (v) Certificates, as of the Escrow Agreementmost recent practicable dates, (A) as to the corporate good standing of the Company issued by the relevant office of the Company’s jurisdiction of incorporation, and (B) as to the due qualification of the Company as a foreign corporation issued by the relevant office of each jurisdiction in substantially which the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and ParentCompany is required to obtain such qualification; (vi) documents A certificate of the Company’s Secretary, dated as of the Closing Date, attesting to and attaching copies of (A) the Certificate of Incorporation of the Company, as amended (B) Series A and Series B Certificates, (C) the By-laws of the Company, as amended, each in form effect as of the date of the Closing Date; and substance reasonably satisfactory to Buyer (D) the resolutions of the Board of Directors of the Company, authorizing and its counsel evidencing that approving all matters in connection with this Agreement, each of the approvals other Transaction Documents and consents specified in Sections 6.1(c) the transactions contemplated hereby and 6.3(c) hereof have been obtained and are in full force and effect; andthereby, including without limitation the filing of the Certificates with the Delaware Secretary of State; (vii) A certificate of an executive officer of the Company, dated as of the Closing Date, attesting to the fact that the conditions set forth in Section 3.1(d) have been satisfied; (viii) Each of the other Transaction Documents to which the Company is a party duly executed by the Company; (ix) An opinion from the Company’s legal counsel, Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, concerning this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby that is reasonably satisfactory to Purchaser; (x) An opinion from the Company’s legal counsel, Binda Law Firm concerning the Company’s Subsidiaries in the People’s Republic of China (the “PRC”) and the compliance status of the Company and certain of its shareholders under the Laws of the PRC upon consummation of the transactions contemplated hereunder and under the other Transaction Documents that is reasonably satisfactory to Purchaser; (xi) Executed disbursement instructions pursuant to the Closing Escrow Agreement; (xii) Copies of (i) all executive employment agreements which have not been disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2008 (the “10-K”), (ii) all past and present financing documents or other documents where stock could potentially be issued or issued as payment, (iii) all past and instruments present material litigation documents which have not been disclosed in the 10-K; such other supporting documents and certificates as Purchaser may reasonably request or as may be required hereunder pursuant to be delivered by Seller to Buyer at the Closing;this Agreement or any Transaction Documents. (b) Buyer shall Purchaser will deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially Company the form attached hereto as Exhibit CPurchase Price, by which Buyer shall assume --------- wire transfer to the Assumed Liabilities as Company Account, an executed copy of this Agreement and each of the Closing, together with such other documentation reasonably requested by Seller Transaction Documents to cause Buyer to assume which the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Purchaser is a party.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall will deliver or cause to be delivered to Buyer the followingBuyer: (i) a good the Assignment and sufficient xxxx of sale for the AssetsAssumption Agreement, selling, delivering, transferring and assigning to Buyer all of duly executed by Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consentsthe Xxxx of Sale, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----duly executed by Seller; (iii) copiessuch other deeds, certified bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by an authorized officer of Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer a certificate of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebySeller’s non-foreign status as set forth in Treasury Regulation 1445-2(b); (v) a certificate of the Escrow Agreementsecretary of Seller, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer Buyer, certifying that (A) attached thereto is a true, correct and its counsel evidencing that complete copy of (1) the approvals articles of incorporation of Seller, certified as of a recent date by the Secretary of State of Kentucky and consents specified the bylaws of Seller, (2) resolutions duly adopted by the board of directors and shareholders of Seller authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of Seller from the State of Kentucky and a certificate of good standing as of a recent date of Seller from each state in Sections 6.1(cwhich it is qualified to conduct business and (B) the resolutions referenced in subclause (A)(2) are still in effect; (vi) a certificate from an officer of Seller setting forth Seller’s good faith estimate as of the Closing Date of (A) the Estimated Excluded Pipeline Loan Commissions, and 6.3(c(B) hereof have been obtained and are the Estimated Seller-Owed Commissions; (vii) evidence, reasonably satisfactory to Buyer, of the satisfaction by Seller in full force of the terms of that Settlement Agreement, dated July 29, 2010, by and effectbetween Countrywide Home Loans, Inc. and Seller; (viii) a settlement agreement between Seller and Bank of America, N.A. with respect to all of Seller’s repurchase and indemnity obligations for all loans sold to or financed by Bank of America, N.A. at any time up to and including the Closing Date on terms reasonably satisfactory to Buyer (the “Settlement Agreement”); (ix) a legal opinion duly executed and delivered by Seller’s counsel in form and substance reasonably acceptable to Buyer; (x) proprietary information and invention assignment agreements in form and substance reasonably acceptable to Buyer, duly executed by the Principals; and (viixi) all such other documents and instruments required hereunder as may be necessary or advisable to be delivered by Seller to consummate the transactions contemplated hereby, as Buyer at the Closing;may reasonably request. (b) At the Closing, Buyer shall will deliver or cause to be delivered to Seller the followingSeller: (i) an instrument An amount by wire transfer of assumption of liabilities, in substantially immediately available funds equal to the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as sum of the ClosingFranchise Premium minus the Estimated Excluded Pipeline Loan Commissions plus the Estimated Seller-Owed Commissions, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities;plus or minus any amounts owed under Section 3.6; and (ii) the Escrow Agreement Assignment and Assumption Agreement, duly executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing;. (c) At the Closing, each Principal will deliver to Buyer shall deposit such individual’s Employment Agreement, duly executed by such Principal. (d) At the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Closing, Buyer will deliver to each Principal such individual’s Employment Agreement. ------------, duly executed by Buyer.

Deliveries at the Closing. (a) At the Closing: ------------------------- , Seller (aand, where applicable, Parent) Seller and/or Parent shall deliver or cause to be delivered to Buyer the followingInvestor: (i) a good the various certificates, instruments and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning documents referred to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensSection 4.1; (ii) consentsstock certificates evidencing the Shares, duly endorsed in substantially the form attached hereto as Exhibit B-1, blank or accompanied by duly executed assignment documents for transfer to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Investor; (iii) copies, certified by an authorized officer written resignations of Seller, of minutes or resolutions all of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyCompany set forth on Schedule 3.2(a)(iii), effective as of the Closing Date; (iv) copiesfully executed instruments or agreements reasonably satisfactory to Investor that terminate any obligation of Investor, certified by an authorized officer any GMACCH Company or any of their respective Affiliates to lend or provide financial support to Parent, Seller or any of minutes or resolutions of their respective Affiliates, except for the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyContracts set forth on Schedule 3.2(a)(iv); (v) certificates of the Escrow AgreementSecretary of State of the respective states of incorporation as to the legal existence and good standing of Parent, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parenteach Material Operating Company; (vi) certificates of the Secretary or Assistant Secretary of each of Parent and Seller attesting to the incumbency of its officers or authorized representatives executing the Transaction Documents and the authenticity of the resolutions authorizing the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or Assistant Secretary of the Company attesting to the attached certificate of incorporation and bylaws, the incumbency of its officers or authorized representatives executing the Transaction Documents and the authenticity of the resolutions authorizing the transactions contemplated hereby and thereby; (viii) a cross receipt executed by Parent and Seller; (ix) FIRPTA Affidavits from each of Parent and Seller; (x) documents in form and substance reasonably satisfactory to Buyer Investor evidencing the cancellation of Intercompany Indebtedness with a notional amount equal to the purchase price of the Preferred Stock to be purchase by Parent, as contemplated by Section 6.1(g); (xi) pay-off letters from each applicable lender in respect of the payment of Parent Guaranteed Third Party Indebtedness and its counsel evidencing that the approvals and consents specified in Intercompany Indebtedness as contemplated by Sections 6.1(c6.2(c) and 6.3(c6.2(f); and (xii) hereof have been obtained a release and are waiver (the “Release”), substantially in full force the form of Exhibit C. (b) At the Closing, Investor shall deliver, or cause to be delivered, to Seller: (i) the various certificates, instruments and effectdocuments (including releases and letters of credit) referred to in Section 4.2; (ii) to the account or accounts designated by Parent, the Anticipated Purchase Price by wire transfer of immediately available funds; (iii) to the account designated by the Company, cash (which may include proceeds from the Debt Financing) in an amount sufficient to allow it to repay Intercompany Indebtedness outstanding on the Closing Date to the extent and in the manner prescribed by Section 6.2(f), such account designation and amount of Intercompany Indebtedness to be set forth in a written notice to be delivered by Seller to Investor and the Company no less than two business days prior to the Closing Date, by wire transfer of immediately available funds; (iv) a certificate of the Secretary of State of Delaware as to the legal existence and good standing of Investor; (v) a certificate of the Secretary or Assistant Secretary of Investor attesting to the incumbency of its officers or authorized representatives executing the Transaction Documents and the authenticity of the resolutions authorizing the transactions contemplated hereby and thereby; (vi) fully executed instruments or agreements reasonably satisfactory to Parent which evidence the repayment of Intercompany Indebtedness and Parent Guaranteed Third Party Indebtedness to the extent required to be repaid on or prior to Closing pursuant to Section 6.2(c) and 6.2(f); and (vii) all other documents and instruments required hereunder a cross receipt executed by Investor. (c) At the Closing, the Company shall deliver: (i) to Seller, to the account designated by Parent, cash in an amount necessary (A) to repay the Intercompany Indebtedness outstanding on the Closing Date (which Intercompany Indebtedness shall be described in a written notice to be delivered by Seller to Buyer Investor and the Company no less than two business days prior to the Closing Date) to the extent and in the manner prescribed by Section 6.2(f) or (B) if the Full Repayment at Closing Condition has not been satisfied, to repay at least one half (1/2) of all Intercompany Indebtedness outstanding on the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilitiesClosing Date as reflected in such written notice, in substantially the form attached hereto as Exhibit C, each case by which Buyer shall assume --------- the Assumed Liabilities as wire transfer of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities;immediately available funds; and (ii) to Seller, the Escrow Agreement Post-Closing Intercompany Note (unless all Intercompany Indebtedness outstanding on the Closing Date is repaid in full pursuant to clause 3.2(c)(i)), duly executed by Buyer; and the Company, GMAC Commercial Mortgage Corporation, a California Corporation (iii) all other documents “CMC”), and instruments required hereunder to be delivered by Buyer to Seller at the Closing; GMAC Commercial Mortgage Japan, K.K. (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------“CHJ”).

Deliveries at the Closing. At Subject to Section 2.3, at the Closing: -------------------------: (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer in connection with the followingFirst Asset Contribution: (i) a good the Corporation shall execute and sufficient xxxx deliver each of sale for (A) the Assets, selling, delivering, transferring Assignment and assigning to Buyer all of Seller's Assumption Agreement between the Corporation and Affiliate's right, title Holdings conveying the Contributed Contracts and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, Contributed Permits (in substantially the form attached hereto annexed as Exhibit A Annex B, as such form may be amended, modified, supplemented or restated from time to time prior to the Contribution Closing Date in accordance with the terms hereof, the “Assumption Agreement”), (B) the "Xxxx of Sale in favor of Holdings conveying the Contributed Assets (other than the Contributed Contracts, Contributed Permits and Assigned IP) (in substantially the form annexed as Annex C, as such form may be amended, modified, supplemented or restated from time to time prior to the Contribution Closing Date in accordance with the terms hereof, the “Xxxx of Sale"”), and (C) the Trademark and Domain Name Assignment Agreement between the Corporation and Holdings conveying the Assigned IP (in substantially the form annexed as Annex D, as such form may be amended, modified, supplemented or restated from time to time prior to the Contribution Closing Date in accordance with the terms hereof, the “IP Assignment Agreement” and, together with such assignments the Assumption Agreement and --------- ------------ other documentation reasonably requested bythe Xxxx of Sale, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens“Ancillary Agreements”); (ii) consents, in substantially Holdings shall execute and deliver the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure ScheduleAncillary Agreements; ----and (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions each of the board Contributed Subsidiaries shall effect, and reflect on its respective books and records, the transfer from the Corporation to Holdings of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance all of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions equity interests of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectContributed Subsidiaries; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller in connection with the followingSecond Asset Contribution: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer Operating Company shall assume --------- the Assumed Liabilities as cause each member of the ClosingOperating Company to, together with such other documentation reasonably requested by Seller to cause Buyer to assume execute and deliver the Assumed LiabilitiesLLC Agreement; (ii) the Escrow Agreement executed by BuyerCorporation, in its capacity as Managing Member (as defined in the LLC Agreement), shall execute and deliver the LLC Agreement; and (iii) all other documents the Operating Company shall issue, and instruments required hereunder reflect on its books and records the issuance of, the Issued LLC Units to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Corporation.

Deliveries at the Closing. (1) At the Closing: -------------------------, the Company shall deliver to the Purchaser: (a) Seller and/or Parent shall deliver or cause a duly executed share certificate registered in the name of the Purchaser, representing the Convertible Preferred Shares being purchased by the Purchaser pursuant to be delivered this Agreement; (b) a counterpart signature page to Buyer the following:Registration Rights Agreement, in the form attached as Exhibit B hereto (the “Registration Rights Agreement”), duly executed by the Company; (c) the opinion of Rxxxxxxx, Xxxxxx & Finger, P.A. Delaware counsel to the Company, dated as of the Closing Date, in the form attached as Exhibit C hereto; (d) the opinion of Paul, Hastings, Jxxxxxxx & Wxxxxx LLP, New York counsel to the Company, dated as of the Closing Date, in the form attached as Exhibit D hereto; (e) an executed copy of the Supplemental Listing Application to the New York Stock Exchange, Inc. (the “NYSE”) in respect of the common shares of beneficial interest, no par value, of the Company (the “Common Shares”) issuable upon the conversion of Convertible Preferred Shares; (f) a Secretary’s Certificate, duly executed by the Secretary of the Company, appending certified copies of the Company’s Fundamental Documents and minutes/resolutions of the Board of Trustees of the Company (the “Board”) (and, if applicable, any committee) approving the Documents and the transactions contemplated thereby (including, without limitation, the Certificate of Designation and the Rights Offering (as defined herein)); (g) an Incumbency Certificate, duly executed by an authorized officer of the Company, certifying with respect to the incumbency of the officers listed thereon and the genuineness of such officers’ respective signatures; (h) a duly executed counterpart signature page to a cross-receipt (the “Cross-Receipt”) with respect to the Company’s receipt of the Aggregate Purchase Price and the Purchaser’s receipt of the Convertible Preferred Shares; (i) a Certificate of good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment standing of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 Company from the Secretary of State of the Seller Disclosure Schedule; ---- (iii) copiesStates of Delaware, certified by an authorized officer New York, Virginia and Texas, each dated as of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effecta recent date; and (viij) all other documents an executed copy of the Waiver to Revolving Credit and instruments required hereunder to be delivered Term Loan Agreement, dated as of January 24, 2008, by Seller to Buyer at and among the Company and Centerline Capital Group Inc., those Persons listed as Guarantors on Schedule 1 thereto and those Lenders constituting the Required Lenders (as defined therein), each as set forth on a counterpart signature page thereto; and (2) At the Closing;, the Purchaser shall deliver to the Company: (a) the Aggregate Purchase Price for the Convertible Preferred Shares being purchased by the Purchaser pursuant to this Agreement; and (b) Buyer shall deliver or cause a counterpart signature page to be delivered to Seller the following: (i) an instrument of assumption of liabilitiesRegistration Rights Agreement, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement duly executed by Buyerthe Purchaser; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit a duly executed counterpart signature page to the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Cross-Receipt.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall deliver or cause to be delivered to Buyer the followingBuyer: (i) stock certificates, deeds of transfer or notary deeds, as applicable, representing all the outstanding common stock of each of Seller's subsidiaries, accompanied by blank stock powers executed by Seller; (ii) a good counterpart of an assignment, assumption and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments ) to be entered into by and --------- ------------ other documentation reasonably requested by, between Seller and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consentsBuyer, in substantially the form attached hereto as of Exhibit B-1B hereto, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----duly executed by Seller; (iii) copies, an officer's certificate of Seller enclosing a certified by an authorized officer of Seller, of minutes or resolutions copy of the board articles of incorporation of Seller and the authorizing resolutions and incumbency certificates of Seller and/or its directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of for this Agreement and the performance of the transactions contemplated herebyDocuments; (iv) copies, certified by an authorized officer the opinion of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebycounsel for Seller referred to in Section 3.8; (v) the Escrow Agreementstatutory books of Evoke Software (Europe) Limited and all certificates of incorporation, in substantially the form attached hereto as Exhibit D certificates of incorporation on change of name, company seal(s) and all unused share certificates of Evoke Software (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and ParentEurope) Limited; (vi) documents in form letters of resignation from the directors and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(ccompany secretary of Evoke Software (Europe) and 6.3(c) hereof have been obtained and are in full force and effect; andLimited; (vii) all the resignation of the auditors of Evoke Software (Europe) Limited and a statement under section 394 of the Companies Xxx 0000 that none of the circumstances mentioned in that section exist and that there are no fees or other documents and instruments required hereunder payments due to be delivered them by Seller to Buyer at the ClosingEvoke Software (Europe) Limited; (bviii) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as a certified copy of the minutes of a meeting of the board of directors of Evoke Software (Europe) Limited approving (subject to stamping), among other things, the transfers referred to in Section 2.3(a)(i) above; appointing persons nominated by Buyer as directors and secretary and accepting the resignations referred to in Sections 2.3(a)(vi) and (vii); changing the registered office of Evoke Software (Europe) Limited, which office shall be specified by Buyer five (5) days prior to Closing; appointing new auditors, together which auditors shall be specified by Buyer five (5) days prior to Closing; and canceling the existing bank mandates and replacing them with such other documentation reasonably new mandates as requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iiiix) all other documents and instruments required hereunder to a schedule showing how the Purchase Price will be delivered by Buyer to Seller at allocated. (b) At the Closing, Buyer and Buyer Parent shall deliver to Seller: (i) the Purchase Price referred to in Section 2.2(a), minus the Escrowed Shares referred to in Section 2.2(b); (cii) a counterpart of the Xxxx of Sale, duly executed by Buyer; (iii) Buyer shall deposit and Buyer Parent will deliver to Seller stock certificates representing the Escrow Amount with shares of Common Stock and Sub Common Stock registered in the Escrow Agent name of Seller as specified in accordance with Article VIII Section 2.2(a); (iv) a schedule showing how the Retention Shares will be allocated; (v) an officer's certificate of Buyer enclosing a certified copy of the certificate of incorporation of Buyer and the Escrow Agreement. ------------authorizing resolutions and incumbency certificates of Buyer and/or its directors for this Agreement and the Documents; and (vi) the opinion of counsel for Buyer and Buyer Parent referred to in Section 4.7.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: , (i) a good Seller will deliver to the Buyer the various certificates, instruments, and sufficient xxxx of sale documents referred to in Section 6(a) below; (ii) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in Section 6(b) below; (iii) Seller will execute, acknowledge (if appropriate), and deliver to Buyer (A) assignments for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens Contracts (other than Permitted LiensRealty Leases), other Acquired Assets (in substantially the form of a Bill xx Sale) and Intellectual Property transfer documents in the forms attached hereto as Exhibit A Exhibits D-1 through D-5 (the "Xxxx B) such other instruments of Sale")sale, together with such assignments and --------- ------------ other documentation reasonably requested bytransfer, conveyance, and in form assignment as Buyer and substance its counsel reasonably satisfactory tomay request, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or (C) deeds to the AssetsRealty (other than the Guntown Realty) identified on Schedule 3(l)(i) in the same form as originally granted to Seller as set forth in Exhibits E-1 to E-4, and general assignment and assumption of leaseholds to certain Realty identified on Schedule 3(l)(ii) in the form of Exhibit F, conveying to Buyer fee simple or leasehold title to such Realty (as applicable), free and clear of all Liens Security Interests (except for the Permitted Exceptions, as defined below) and a sublease to the North Carolina showroom in the form of Exhibit E-5, and (D) an affidavit indicating that on the Closing Date (x) there has been no skill, labor or material furnished to the Realty for which mechanics' or materialmen's or other than Permitted Liens; liens could lawfully be filed against the Realty, (iiy) consentsthat Seller is not a "foreign person" within the meaning of the Code, and (z) that there are no other unrecorded interests in substantially the Realty or any part thereof of any kind created, permitted or suffered by Seller to its Knowledge, together with whatever owner's affidavit may be required by the title insurance company ("Title Company") issuing the polices with respect to certain Realty in order to remove the mechanics' and materialmen's lien, unrecorded easements or other restrictions, and parties in possession exceptions from such title insurance policies; (iv) Buyer will execute, acknowledge (if appropriate), and deliver to Seller (A) an assumption in the form attached hereto as Exhibit B-1Exhibits D-2 xxxxxxx X-0, to the assignment of the contracts listed on Schedules 2.30 (X) Xxxibits E-5, F, G and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (bC) Buyer shall will deliver or cause to be delivered to Seller the following: (iconsideration specified in Section 2(c) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------above.

Deliveries at the Closing. (a) Deliveries by the Purchaser. At the Closing: ------------------------- (a) Seller and/or , the Purchaser shall --------------------------- deliver to the Parent shall deliver or cause to be delivered to Buyer the followingSeller, as the case may be: (i) the Estimated Purchase Price, by wire transfer of immediately available funds to an account designated by the Seller in writing no later than two Business Days before the Closing Date; (ii) the Marketing Services Agreement, duly executed by the Purchaser; (iii) the License Agreement, duly executed by the Purchaser; (iv) a good certificate of the Purchaser, dated the Closing Date and sufficient xxxx signed by an authorized officer of sale for the AssetsPurchaser, sellingcertifying that the conditions set forth in Section 5.2(a) have been satisfied; (v) an Assignment and Assumption Agreement, deliveringsubstantially in the form of Exhibit C hereto (the "Assignment Agreement"), transferring duly executed by the --------- Purchaser; (vi) an Assignment and assigning to Buyer all Assumption Agreement, substantially in the form of Seller's and Affiliate's rightExhibit D hereto (the "JCPIIG Assignment Agreement"), title and interest in and duly executed by --------- the Purchaser; (vii) an opinion of LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., counsel to the AssetsPurchaser, dated the Closing Date, in the form attached as Exhibit E; --------- (viii) a Release, substantially in the form of Exhibit F hereto (the --------- "Release"), duly executed by the Purchaser; and (ix) such other documents, instruments or certificates as the Parent or the Seller may reasonably request. (b) Deliveries by the Parent and the Seller. At the Closing, the Parent or --------------------------------------- Seller, as the case may be, shall deliver or cause JCPIIG to deliver to the Purchaser: (i) one or more certificates representing the Shares, free and clear of any and all Liens Lien or Encumbrance (other than Permitted Liensany Lien or Encumbrances created by the Purchaser and any restrictions on transferability under applicable securities Laws), duly endorsed in blank by an appropriate person for transfer or accompanied by stock powers duly endorsed in blank; (ii) the Marketing Services Agreement, duly executed by the Parent and the Seller; (iii) the License Agreement, duly executed by the Parent; (iv) a certificate of the Parent and the Seller, dated the Closing Date and signed by an authorized officer of the Parent and the Seller, respectively, certifying that the conditions set forth in Section 5.3(a) have been satisfied; (v) a Xxxx of Sale, substantially in the form attached of Exhibit G hereto as Exhibit A --------- (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), duly executed by each of --------- ---------------- Seller and Parentthe Seller; (vi) documents a Xxxx of Sale, substantially in the form and substance reasonably satisfactory to Buyer and its counsel evidencing that of Exhibit H hereto --------- (the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and"JCPIIG Xxxx of Sale"), duly executed by JCPIIG; (vii) all other documents and instruments required hereunder to be delivered the Assignment Agreement, duly executed by Seller to Buyer at the ClosingSeller; (bviii) Buyer shall deliver or cause to be delivered to Seller the following:JCPIIG Assignment Agreement, duly executed by JCPIIG; (iix) an instrument of assumption of liabilitiesthe Release, in substantially duly executed by the form attached hereto as Exhibit CParent and the Seller; (x) written resignation, by which Buyer shall assume --------- the Assumed Liabilities effective as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume of Xxxxxx Xxxxxxx from his position as an officer and/or director of the Assumed LiabilitiesParent and of the Seller; (iixi) opinions of counsel to the Escrow Agreement executed by BuyerParent and the Seller, dated the Closing Date, in the forms attached hereto as Exhibit I-1, I-2 and I-3; ------------------------ (xii) written resignations, effective as of the Closing, of the individuals listed in Section 1.6(b) of the Disclosure Schedule from all of their positions as directors and/or officers of the DMS Companies and the DMS Subsidiaries; and (iiixiii) all such other documents and documents, instruments required hereunder to be delivered by Buyer to Seller at or certificates as the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Purchaser may reasonably request.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) Seller and/or Parent , Sellers shall deliver or cause to be delivered to Buyer Purchaser the following: (i) a good bills of sales and sufficient xxxx instruments of sale for assignment, pursuant to which the AssetsAcquired Assets will be transferred and assigned to Purchaser, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to executed by the Assets, free and clear of any and all Liens other than Permitted LiensSellers, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liensboth parties; (ii) consentsA certificate executed by the chief executive officer or chief financial officer of Avado, dated as of the Closing Date, certifying in such detail as Purchaser may reasonably request that, subject to the matters disclosed in the Disclosure Memorandum as it may be supplemented by Sellers from time to time in accordance with the terms hereof, all representations and warranties of Sellers in this Agreement are true in all material respects (other than representations and warranties qualified as to materiality which shall be true and correct in all respects, after giving effect to the materiality qualifier(s) contained therein) and all covenants required to be performed by Sellers (and the other constituent entities of the MS Division to the extent applicable) prior to or on the Closing Date have been performed in all material respects or waived by Purchaser in writing, in substantially the form attached hereto each case as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Closing Date; (iii) copies, certified by A certificate of the Secretary or an authorized officer Assistant Secretary of each Seller, of minutes or resolutions dated as of the board Closing Date, certifying in such detail as Purchaser may reasonably request with respect to the resolutions adopted by the governing body and owners (to the extent applicable) of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally each Seller authorizing the execution execution, delivery, and performance of this Agreement and the performance incumbency of the transactions contemplated herebyofficers executing this Agreement and any agreement, certificate, document or instrument furnished pursuant hereto; (iv) copiesThe opinion of Kilpatrick Stockton LLP, certified by an authorized officer of Parentcoxxxxx xx Xxxxxxx, of minutes or resolutions of xn the board of directors, which shall not have been rescinded or modified, unconditionally authorizing form reasonably satisfactory to the execution of this Agreement parties and the performance of the transactions contemplated herebytheir counsel; (v) the The Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), duly executed by each of --------- ---------------- Seller Avado and Parentthe Escrow Agent; (vi) A Cross-Receipt, duly executed by Avado; (vii) Certificates from the Secretaries of State of the respective jurisdictions of incorporation and foreign qualification to the effect that each of the Sellers is in good standing in such jurisdictions, in each case, dated as of a date not more than sixty days prior to the Closing Date, and an oral or written confirmation from a national records search company as of the Closing Date that, based on telephonic or internet confirmations from the respective Secretaries of State, Sellers are still in good standing in such jurisdictions; (viii) Copies of all Consents (other than those required under Minor Contracts, unless such Consents are listed on Schedule 3.3); (ix) Releases of all Liens on any of the Acquired Assets, except Permitted Encumbrances; (x) Copies of documents evidencing the transfer of the Acquired Assets subject to the Master Equipment Lease Agreement to Sellers at or prior to Closing, in such form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectPurchaser; and (viixi) all Any other documents and instruments required hereunder that Purchaser may reasonably request at least three days prior to be delivered by Seller the Closing in order to Buyer at effectuate the Closing;transactions contemplated hereby. (b) Buyer At the Closing, Purchaser shall deliver or cause to be delivered to Seller Sellers the following: (i) The funds constituting the Purchase Price by wire transfer of immediately available funds to an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, account(s) designated by which Buyer shall assume --------- the Assumed Liabilities as of the Avado prior to Closing, together with such other documentation reasonably requested less the Escrow Amount, which Purchaser shall deliver by Seller wire transfer of immediately available funds to cause Buyer to assume the Assumed LiabilitiesEscrow Agent; (ii) An instrument of assumption, pursuant to which Purchaser will assume the Assumed Liabilities, executed by the Purchaser, in the form reasonably satisfactory to the parties; (iii) A certificate executed by Purchaser, dated as of the Closing Date, certifying in such detail as Avado may reasonably request, that all representations and warranties of Purchaser in this Agreement are true in all material respects as of the Closing Date (other than representations and warranties qualified as to materiality which shall be true and correct in all respects, after giving effect to the materiality qualifier(s) contained therein) and all covenants required to be performed by Purchaser prior or on the Closing Date have been performed in all material respects or waived by Avado in writing, in each case as of the Closing Date; (iv) A certificate of the Secretary or an Assistant Secretary of Purchaser, dated as of the Closing Date, certifying in such detail as Avado may reasonably request with respect to the resolutions adopted by the Board of Directors of Purchaser reasonably authorizing the execution, delivery, and performance of this Agreement and the incumbency of the officers executing this Agreement and any agreement, certificate, document or instrument furnished pursuant hereto; (v) The opinion of Schulte Roth & Zabel LLP, couxxxx xx Xxxxhasxx, in the form reasonably satisfactory to the parties and their counsel; (vi) The Escrow Agreement, duly executed by Purchaser and the Escrow Agreement Agent; (vii) A Cross-Receipt, duly executed by BuyerPurchaser; and (iiiviii) all Any other documents and instruments required hereunder that Avado may reasonably request at least three days prior to be delivered by Buyer the Closing in order to Seller at effectuate the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------transactions contemplated hereby.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent Sellers shall deliver or shall cause to be delivered to Buyer (or Buyer’s Designee) the followingfollowing at the Closing: (i) a good bills of sale, assignment agreements and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning other customary transfer documents necessary to transfer to Buyer (or any of its Affiliates) all of Seller's and Affiliate's right, title and interest of Sellers to or in and to the Acquired Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer acceptable to validly vest Buyer with all of Seller's Sellers and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensBuyer; (ii) consents, in substantially certificates of service evidencing that all notices of the form attached hereto as Exhibit B-1, to the assumption and assignment of the contracts listed on Schedules 2.30 Assigned Contracts and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions assumption of the board of directors and Parent, as sole stockholder, which shall not Assumed Liabilities have been rescinded or modified, unconditionally authorizing given in accordance with the execution terms of this Agreement and the performance of the transactions contemplated herebyApproval Order; (iviii) copies, certified a certificate signed by an authorized officer a Responsible Officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; Holdings (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing Buyer) certifying that the approvals closing conditions set forth in Section 9.2(e) , (f), and consents specified in Sections 6.1(c(g) and 6.3(c) hereof have been obtained satisfied; (iv) a certificate signed by a Responsible Officer of each Seller to which is attached: (A) true and correct copies of the Fundamental Documents of such Seller; (B) a certificate reflecting the incumbency and true signatures of the officers of such Seller who execute on behalf of such Seller this Agreement and all other Transaction Documents to which such Seller is a party; and (C) a certificate from the Secretary of State or other applicable Governmental Authority of the State of formation or incorporation, as applicable, dated within ten (10) days of the Closing Date, or, in case of a Seller organized under the laws of Mexico, within 30 to 40 days, with respect to the existence and good standing of such Seller. The certificate required pursuant to this Section 4.2(a)(iv) shall certify that the documents referred to in clause (A) of the immediately foregoing sentence are true and correct copies, have been duly and validly adopted and have not been amended or altered except as reflected therein; (v) a certified copy of the Sale Order as entered by the Bankruptcy Court on the docket; (vi) a duly completed and executed IRS Form W-9 from each Seller (or its regarded owner, in full force the case of a Seller that is an entity treated as disregarded as separate from its owner for U.S. federal income tax purposes); (vii) assignment agreements, duly executed by an authorized officer of each applicable Seller, required to assign any Intellectual Property included in the Acquired Assets; (viii) the Books and effectRecords; (ix) a duly executed counterpart of each Local Transfer Instrument reasonably requested by Xxxxx; (x) each other Transaction Document to which Sellers or Acquired Entities are a party, duly executed by Sellers or Acquired Entities, as applicable; and (viixi) all such other documents instruments as are reasonably requested by Xxxxx and instruments required hereunder otherwise necessary to be delivered by Seller consummate the Sale and reasonably acceptable to Buyer at the Closing;Sellers. (b) Buyer shall deliver or cause to be delivered to Seller Sellers, or their designee(s), at the followingClosing: (i) an instrument a certificate signed by a Responsible Officer of assumption of liabilities, Buyer certifying that the closing conditions set forth in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesSection 9.3(a) and Section 9.3(b) have been satisfied; (ii) a certificate signed by a Responsible Officer of Buyer to which is attached: (A) true and correct copies of the Escrow Fundamental Documents of Buyer; (B) true and correct copies of the resolutions of the board of directors of Buyer respecting the transactions contemplated by this Agreement and the Transaction Documents; (C) a certificate reflecting the incumbency and true signatures of the officers of Buyer who execute on behalf of Buyer this Agreement and all other Transaction Documents to which Xxxxx is a party; and (D) a certificate from the Secretary of State or other applicable Governmental Authority of the State of formation or incorporation, as applicable, dated within ten (10) days of the Closing Date, with respect to the existence and good standing of Buyer. The certificate required pursuant to this Section 4.2(b)(ii) shall certify that the documents referred to in clauses (A) and (B) of the immediately foregoing sentence are true and correct copies, have been duly and validly adopted and have not been amended or altered except as reflected therein; (iii) each other Transaction Document to which Buyer or Buyer Designee is a party, duly executed by BuyerXxxxx or Buyer Designee, as applicable; and (iiiiv) all such other documents instruments as are reasonably requested by Sellers and instruments required hereunder otherwise necessary to consummate the Sale and reasonably acceptable to Buyer. All such deliveries listed in Section 4.2(a) and Section 4.2(b) shall be delivered made, to the extent applicable, subject to any requirement or in the manner provided by Buyer applicable Law, to Seller at effectuate, formalize or consummate the Closing;transfer, conveyance or assignment of any Acquired Assets in their applicable jurisdiction. (c) At least three (3) Business Days prior to the Closing, Buyer shall deposit the Escrow Amount with the Escrow Agent be entitled to designate, in accordance with Article VIII the terms and subject to the Escrow limitations set forth in this Section 4.2(c), one or more Affiliates of Buyer to (i) purchase specified Acquired Assets; (ii) assume specified Assumed Liabilities; or (iii) employ Transferred Employees, in each case, as of the Closing Date (any Person that shall be properly designated by Buyer in accordance with this clause, a “Buyer Designee”); it being understood and agreed, however, that any such right of Buyer to designate a Buyer Designee is conditioned upon (x) such Buyer Designee being able to perform the applicable covenants under this Agreement and, as applicable, any other Transaction Document to which Buyer is party and demonstrate satisfaction of the requirements of Section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance with respect to the Acquired Assets and Assumed Liabilities, (y) any such designation not creating any Liability for Sellers or their Affiliates that would not have existed had Buyer purchased the Acquired Assets, assumed the Assumed Liabilities or employed Buyer employees, and which Liability is not fully reimbursed by or on behalf of Buyer and (z) such designation not being reasonably expected to cause a delay, or prevent or hinder the consummation of the transactions contemplated by this Agreement. ------------As soon as reasonably practicable and in no event later than three (3) Business Days prior to the Closing, Buyer shall make any such designations of Buyer Designees by way of a written notice to be delivered to Sellers, and Buyer Designees shall deliver a signed counterpart to this Agreement or joinder agreement to this Agreement and each other Transaction Document to which Buyer is party. No such designation shall relieve Buyer of any of its obligations hereunder and any breach hereof by a Buyer Designee shall be deemed a breach by Xxxxx. Xxxxx and Buyer Designees shall be jointly and severally liable for any obligations of Xxxxx and such Buyer Designees hereunder. For the avoidance of doubt, and notwithstanding anything to the contrary herein, all Buyer Designees appointed in accordance with this Section 4.2(c) shall be included in the definition of “Buyer” for all purposes under this Agreement and all such Buyer Designees shall be deemed to have made all of the representations and warranties of Buyer set forth in this Agreement.

Deliveries at the Closing. At the Closing: -------------------------: (ai) Seller and/or Parent shall will deliver or cause to be delivered to Buyer the following: (iA) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer Stock certificates representing all of Seller's and Affiliate's rightthe Shares, title and interest endorsed in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in blank or to the Assets, free and clear of all Liens other than Permitted Liensaccompanied by duly executed assignment documents; (iiB) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment A copy of the contracts listed on Schedules 2.30 articles or certificates of incorporation, as amended (or comparable organizational documents), of Seller, Royal Xxxxxxx and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copiesPXG Canada, certified by an authorized officer the Secretary of SellerState (or comparable Governmental Authority) of the jurisdiction in which each such entity is incorporated or organized, as of a date reasonably close to the Closing Date, accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated the Closing Date, stating that no amendments have been made to such articles or certificate of incorporation (or comparable organizational documents) since such date; (C) A copy of the bylaws, as amended (or comparable organizational documents), of minutes or resolutions Seller and Royal Xxxxxxx, accompanied by a certificate of the board Secretary or Assistant Secretary of directors each such entity, dated the Closing Date, stating that such bylaws are currently in effect; (D) Certificates of good standing or existence for Seller and ParentRoyal Xxxxxxx from the Secretary of State (or comparable Governmental Authority) of the jurisdiction in which such entity is incorporated or organized, as sole stockholderof a date reasonably close to the Closing Date, which shall not have been rescinded or modified, unconditionally accompanied by a bring down certificate from such Secretary of State dated as of the Closing Date; (E) A copy of the resolutions adopted by Seller’s Board of Directors authorizing the Seller’s execution and delivery of this Agreement and the performance of the transactions contemplated hereby; (ivF) copies, certified by an authorized officer A copy of Parent, of minutes or resolutions all of the board of directors, third party consents referred to in Sections 7(a)(v) and 7(b)(v) which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyobtained by Seller prior to Closing; (vG) A written release executed by Seller’s lender releasing any and all Security Interests and guaranties that it or its Affiliates may have with respect to Royal Xxxxxxx or any of the Escrow Agreementassets it will own on the Closing Date together with a UCC-3 release and all other instruments necessary to record the release of such Security Interests, in substantially the each case in form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parentsuitable for filing with all appropriate Governmental Authorities; (viH) documents in form Written resignations, effective as of the Closing (or evidence of the prior resignation or removal), from all directors and substance reasonably satisfactory officers of Royal Xxxxxxx, from all of their respective positions as directors and/or officers of Royal Xxxxxxx; (I) Royal Xxxxxxx’x minute books, stock transfer records, stock certificates, corporate seal and other materials related to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(ccorporate administration; (J) and 6.3(cThe Indemnification L/C; (K) hereof have been obtained and are in full force and effectThe Escrow Agreement duly executed by it; and (viiL) Such other instruments as may be necessary or appropriate to carry out the transactions conducted by this Agreement and to comply with the terms hereof; At Closing, Seller shall take all other documents steps necessary to place Buyer in actual possession and instruments required hereunder to be delivered by Seller to Buyer at operating control of the Closing;Royal Xxxxxxx Business. (bii) Buyer shall will deliver or cause to be delivered to Seller the following: (iA) an instrument The Purchase Price in the manner specified in Section 2(b) above; (B) A copy of assumption the articles or certificates of liabilitiesincorporation, as amended (or comparable organizational documents), of Buyer and the Buyer Canadian Sub, certified by the Secretary of State (or comparable Governmental Authority) of the jurisdiction in substantially which each such entity is incorporated or organized, as of a date reasonably close to the form attached hereto Closing Date, accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated the Closing Date, stating that no amendments have been made to such articles or certificate of incorporation (or comparable organizational documents) since such date; (C) A copy of the bylaws, as Exhibit Camended (or comparable organizational documents), of Buyer, accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated the Closing Date, stating that such bylaws are currently in effect; (D) Certificates of good standing or existence for Buyer and the Canadian Sub from the Secretary of State (or comparable Governmental Authority) of the jurisdiction in which Buyer shall assume --------- such entity is incorporated or organized, as of a date reasonably close to the Assumed Liabilities Closing Date, accompanied by a bring down certificate from such Secretary of State (or comparable Governmental Authority) dated as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesClosing Date; (iiE) A copy of the resolutions adopted by the Board of Directors or similar governing body of Buyer and of the Buyer Canadian Sub authorizing the execution and delivery of this Agreement and the transactions contemplated hereby by each such entity; (F) The Escrow Agreement duly executed by Buyerit; and (iiiG) all other documents and instruments required hereunder At the Closing, Buyer will agree to be delivered fully responsible for all Supplier L/C Reimbursement Obligations and shall execute such contracts, instruments and documents as Seller’s lender may require to evidence such undertaking and shall secure these reimbursement obligations and other Liabilities with a standby letter of credit in the amount thereof which it shall provide to Seller’s lender and grant a perfected security interest therein to Seller’s lender and otherwise take such further actions as may be required by Seller’s lender with respect to the foregoing. The Buyer shall obtain and deliver to Seller at written terminations and releases of all Supplier L/C Reimbursement Obligations that Seller, Royal Xxxxxxx, PXG Canada or any other subsidiary of Seller may have with respect to the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent outstanding Supplier Existing L/Cs, all to be in accordance with Article VIII form and the Escrow Agreement. ------------substance satisfactory to Seller.

Deliveries at the Closing. At 3.1 New Allied's Deliveries at the Closing: ------------------------- (a) Seller and/or Parent . At or prior to the Closing and as a condition of Closing, New Allied shall deliver or cause to be delivered to Buyer the Escrow Agent at her offices located at 18826 Pagentry Place, Monument, Colorado 80132, all of the following: (ix) a good Xxxxxxxx xxxxxxxxxxx xxxxxxxxxxng the 6,000,000 newly-issued, restricted Shares in the name of Sandwood, in form and sufficient xxxx substance satisfactory to Sandwood; (b) Original certificates representing 5,100 shares of sale for the Assets, selling, delivering, transferring common stock of Success Financial Services Group and assigning to Buyer all of Seller's the outstanding shares of common stock of Tommyknockers Casino Corp., a wholly-owned subsidiary of New Allied, together with duly executed stock powers, in form and Affiliate's right, title substance satisfactory to Sandwood; (c) Checks in the amounts of US$50,000 and interest in and US$15,000 made payable to the Assetsattorney's (COLTAF) trust account of Cudd and Cudd, free respectively; (d) Two executed originals of xxx Officxx'x Certificate signed by New Allied's Secretary/Treasurer and clear dated as of any and all Liens other than Permitted Liens, the Closing Date in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensA; (iie) consents, Two executed originals of the certified resolutions of the Board of Directors of New Allied in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- B (iiii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance consummation of the transactions contemplated herebyby this Agreement; and (ii) electing the person(s) designated by Sandwood as an officer(s) and director(s) of New Allied effective as of the Closing Date; (ivf) copies, certified by an authorized officer of Parent, of minutes or resolutions Written resignations of the board officers and directors of directors, which New Allied effective as of the Closing Date in form satisfactory to Sandwood; (g) A certified list of the record holders of New Allied Common Stock as of the most recent practicable date evidencing all of the shares of New Allied Common Stock issued and outstanding; (h) A certificate of good standing of New Allied from the State of Colorado as of the most recent practicable date; (i) A signed copy of the Escrow Instruction in the form of Exhibit C attached hereto; and (j) Such other documents and instruments as shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of be reasonably necessary to effectuate the transactions contemplated hereby;. (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer 3.2 Sandwood's Deliveries at the Closing; (b) Buyer . At or prior to the Closing, Sandwood shall deliver or cause to be delivered to Seller the Escrow Agent all of the following: (ia) an instrument Cash in the aggregate amount of assumption Sixty-Five Thousand Dollars (US$65,000); (b) Two executed originals of liabilities, the Director's Certificate signed by Sandwood's appointed director and dated as of the Closing Date in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the ClosingD; (c) Buyer shall deposit Two executed originals of the certified resolutions of the Board of Directors of Sandwood in the form attached hereto as Exhibit E authorizing the consummation of the transactions contemplated by this Agreement; (d) A signed copy of the Escrow Amount with Instruction in the form of Exhibit C attached hereto; and (e) Such other documents and instruments as shall be reasonably necessary to effectuate the transactions contemplated hereby. 3.3 Cudd's Deliveries at the Closing. At or prior to the Closing and as a xxxxxxion of Closing, Cudd shall deliver or cause to be delivered to the Escrow Agent all of xxx following: (a) An agreement in accordance with Article VIII form and substance satisfactory to Sandwood providing for the Escrow Agreement. ------------forgiveness by Cudd of the aggregate amount of accrued fees for legal services oxxx by New Allied to Cudd as of the Closing Date; (b) A signed copy of the Escrox Xxstruction in the form of Exhibit C attached hereto; and (c) Such documents and instruments as shall be reasonably necessary to effectuate the transactions contemplated hereby.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall Parties will deliver or cause to be delivered to Buyer the followingBuyer: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale", duly executed by each Seller; (ii) the Assignment and Assumption Agreement, duly executed by each Seller Party; (iii) certificates representing the total issued and outstanding equity interests of each Subsidiary, duly endorsed to Buyer or accompanied by duly executed stock powers; (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by each Seller, as applicable; (v) a certificate of each Seller Party’s non-foreign status as set forth in Treasury Regulation 1445-2(b); (vi) a certificate of the secretary of each Seller Party, in form and substance reasonably satisfactory to Buyer, certifying (A) that attached thereto are true, correct and complete copies of (1) the certificate or articles of incorporation (or equivalent organizational document) of such Seller Party, certified as of a recent date by the Secretary of the state of such Seller Party’s jurisdiction of incorporation and that there have been no amendments to the certificate or articles of incorporation (or equivalent organizational document) of such Seller Party since such date, (2) the bylaws (or equivalent organizational document) of such Seller Party, (3) resolutions duly adopted by the board of directors of such Seller Party authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (4) a certificate of existence or good standing as of a recent date of each Seller Party from the state of such Seller Party’s jurisdiction of incorporation, (B) that the resolutions referenced in subclause (A)(3) are still in effect and (C) as to the incumbency and signatures of the officers of such Seller Party executing each Transaction Document to which such Seller Party is a party; (vii) a certificate of the secretary of each Subsidiary, in form and substance reasonably satisfactory to Buyer, certifying that attached thereto are true, correct and complete copies of (1) the articles of incorporation or articles of formation of such Subsidiary, certified as of a recent date by the Secretary of State of such Subsidiary’s jurisdiction of organization, and that there have been no amendments to the articles of incorporation or articles of formation of such Subsidiary since such date, and (2) the bylaws or operating agreement of such Subsidiary; (viii) the certificate of Parent contemplated by Section 9.1(f), together duly executed by an officer of Parent; (ix) the Escrow Agreement, duly executed by HLC Inc. and the Escrow Agent; (x) the CLO Services Agreement in the form of Schedule 4.2(a)(x) (the “Lead Sale Agreement”), duly executed by Parent; (xi) the Transition Services Agreement, duly executed by the applicable Seller Parties; (xii) the consents, waivers or approvals set forth on Schedule 9.1(d); (xiii) such documents, in form and substance reasonably satisfactory to Buyer, as may be necessary to make effective the actions contemplated by Section 9.1(n); (xiv) the minute books of each Subsidiary; (xv) the stock ledger of each Subsidiary; (xvi) a complete report of the Seller Pipeline Loans as of the third (3rd) Business Day prior to the Closing Date; (xvii) instruments of assignment, in recordable form, with such assignments respect to each of the registered Copyrights, issued Patents, registered Marks (including internet domain names) and --------- ------------ other documentation reasonably requested bypending applications for the registration or issuance of any Copyrights, Patents and Marks (including internet domain names) included in the Acquired Assets, in each case duly executed by the applicable Seller and in form and substance reasonably satisfactory toto Buyer; and (xviii) such other documents as may be necessary or advisable to consummate the Transactions, as Buyer may reasonably request. (b) At the Closing, Buyer will deliver to validly vest HLC Inc. (in the case of clause (i) below) and the Seller Parties (in the case of clauses (ii) — (vii) below): (i) An amount, by wire transfer of immediately available funds to an account specified in writing by HLC Inc., equal to (A) the Closing Payment, (B) minus the Escrow Amount, (C) plus or minus any amounts owed under Section 3.2 and (D) minus the aggregate amount, if any, paid by Buyer to HLC Inc. pursuant to Section 10.1(b) in connection with all extensions of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensEnd Date by Buyer; (ii) consentsThe Escrow Amount, in substantially the form attached hereto as Exhibit B-1, by wire transfer of immediately available funds to the assignment of account specified in the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Escrow Agreement; (iii) copiesthe Xxxx of Sale, certified duly executed by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyBuyer; (iv) copiesthe Assignment and Assumption Agreement, certified duly executed by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyBuyer; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"certificate of Buyer contemplated by Section 9.2(c), duly executed by each an officer of --------- ---------------- Seller and ParentBuyer; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; andEscrow Agreement, duly executed by Buyer; (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilitiesLead Sale Agreement, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement duly executed by Buyer; and (iiiviii) all other documents and instruments required hereunder to be delivered the Transition Services Agreement, duly executed by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Buyer.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , the Seller and/or Parent shall deliver or cause to be delivered to Buyer the followingBuyer: (i) a good and sufficient xxxx copies of sale all consents of third parties (excluding Governmental Entities) that are (A) required for the Assetspurchase and sale hereunder or that are required for the consummation of the transactions contemplated hereby and for the Buyer's ownership of the Shares and the Company's continued operation of the Business following the Closing and (B) that are required in order to prevent a breach of or default under or a termination of any agreement, sellingcontract, deliveringlicense, transferring and assigning commitment or lease to Buyer all which the Company or the Seller is a party or to which the Shares or any of Seller's and Affiliate's rightthe assets of the Company are subject; (ii) an opinion, title and interest in and dated the Closing Date, of Maslon Edelman Borman & Brand, LLP, counsel to the Assets, free and clear of any and all Liens other than Permitted LiensSeller, in substaxxxxxxx xxx xxxx xx Xxhibit B attached hereto; (iii) a written resignation, effective as of the Closing Date, of each director of the Company; (iv) a certificate as to the satisfaction of the conditions described in Sections 3.1(a), 3.1(c), 3.1(d), 3.1(e), 3.1(f) and 3.1(j) hereof; (v) the Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and ParentH; (vi) documents in form certified copies of the Fundamental Documents, the authorizing resolutions and substance reasonably satisfactory to Buyer incumbency certificates of the Company and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectSeller for the Documents; and (vii) all each other documents and instruments document required hereunder to be delivered by Seller to Buyer at the Closing;pursuant to this Agreement. (b) At the Closing, the Buyer shall deliver or cause to be delivered to Seller the followingSeller: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as cash portion of the Closing, together Consideration in accordance with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesSection 1.2 hereof; (ii) the Escrow Note; (iii) a Security Agreement executed by between the Company and the Seller in substantially the form of Exhibit D-2 attached hereto; (iv) a Pledge Agreement between the Buyer and Seller in substantially the form of Exhibit D-1 hereto; (v) an opinion, dated the Closing Date, of Blau, Kramer, Wactlar & Lieberman, P.C., counsel to the Buyer, in substantially the form of Xxxxxxx X attached hereto; and (iiivi) all other documents and instruments required hereunder to be delivered by Buyer to Seller at certified copies of the Closing; (c) Buyer shall deposit Fundamental Documents of the Escrow Amount with the Escrow Agent in accordance with Article VIII Buyer, and the Escrow Agreement. ------------authorizing resolutions and incumbency certificates of the Buyer for the Documents.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall deliver or cause to be delivered to Buyer or the following:applicable Designated Buyers, as applicable, the following (except to the extent delivered at or prior to the Closing to Buyer or a Designated Buyer pursuant to a Local Purchase Agreement): (i) a good and sufficient xxxx of sale for stock certificates representing the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and Analytical Technologies Companies Stock (to the Assets, free extent the Analytical Technologies Companies have issued stock certificates) and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A Joint Venture Interests (to the "Xxxx of Sale"extent the Joint Ventures have issued certificates relating thereto), together with such assignments and --------- ------------ other documentation reasonably requested bystock powers executed in blank, and in form and substance any other documents reasonably satisfactory to, Buyer necessary to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or transfer to the Assetsapplicable Designated Buyers good, free valid and clear of all Liens other than Permitted Liensmarketable title to the Analytical Technologies Companies Stock and the Joint Venture Interests; (ii) consentsa Deed for each Owned Real Property constituting a Purchased Asset, duly executed by the appropriate Seller, reasonably sufficient to enable Buyer's title insurance company to issue title insurance in substantially the form attached hereto as Exhibit B-1, to the assignment respect of the contracts listed on Schedules 2.30 Owned Real Property, and ----------- -------------- 2.31 an Assignment of Leases for each Leased Real Property that is a Purchased Asset, duly executed by the Seller Disclosure Schedule; ----appropriate Asset Seller; (iii) copies, certified by an authorized officer the certificates of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebySellers pursuant to Section 8.2(c) hereof; (iv) copies, certified the Local Purchase Agreements duly executed and delivered by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyapplicable Sellers; (v) the Escrow AgreementAncillary Agreements, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), duly executed by Sellers or their Subsidiaries (to the extent each of --------- ---------------- Seller and Parentis a party thereto); (vi) a general release by Parent and its Subsidiaries and Affiliates of all Liabilities to the Analytical Technologies Companies. the Joint Ventures and the Analytical Technologies Business, in form and substance acceptable to Parent and Buyer, each acting reasonably; (vii) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) stating that MDS US is not a "foreign person" as defined in Reg. §1.897-9T(c) of the Code; (viii) duly executed bills of sale and assignment, and such other instruments or documents in form and substance reasonably satisfactory to Buyer, to evidence the purchase of the Purchased Assets hereunder or otherwise necessary to provide for the transactions contemplated hereby, in form and substance acceptable to Parent and Buyer, each acting reasonably; (ix) subject to Section 7.4(d), assignment agreements necessary to assign or transfer or to the extent available perfect the assignment of the Analytical Technologies Intellectual Property to Buyer, duly executed by the appropriate Seller, or such other reasonable form prepared by Buyer (and its counsel evidencing that the approvals and consents specified in Sections 6.1(creasonably acceptable to Parent) and 6.3(c) hereof have been obtained and are in full force and effect; andnecessary to assign or transfer or perfect the assignment of the Analytical Technologies Intellectual Property to Buyer, which will be duly executed by the appropriate Seller; (viix) assignment and assumption agreements, in form and substance reasonably satisfactory to Buyer (and reasonably acceptable to Parent), assigning all of the Contracts (other than for Leased Real Property) that constitute Purchased Assets; (xi) duly executed written instruments releasing any Encumbrance, other than Permitted Encumbrances, on any Purchased Asset, any Analytical Technologies Companies Stock or Joint Venture Interest, or any Asset of Analytical Technologies Companies or the Joint Ventures (including Analytical Technologies Intellectual Property), except as set forth on Section 4.2(a)(xi) of the Sellers' Disclosure Schedules, and authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any release of all such Encumbrance; (xii) for each Analytical Technologies Company, certificates issued by an appropriate authority of the jurisdiction of organization of such entity and each other jurisdiction in which such entity is qualified to do business, certifying as of a date no more than five (5) days prior to the Closing Date that such entity is in good standing under the Laws of such jurisdiction (to the extent such concept is legally recognized under the applicable Laws of the state or jurisdiction of its organization); (xiii) resignations contemplated by Section 7.20 hereof; (xiv) subject to Section 2.5, a duly executed written consent (without regard to any matter concerning estoppel or non-disturbance) for the assignment (or change of control) of each of the Real Property Leases listed in Section 5.13(b) of the Sellers' Disclosure Schedule from the landlord or other party whose consent thereto is required under such Real Property Lease, in form and substance acceptable to Parent and Buyer, each acting reasonably; (xv) all other documents consents, certificates, documents, instruments and instruments other items required hereunder to be delivered by any Seller pursuant to this Agreement, and all such other documents, certificates and instruments as Buyer at may reasonably request in order to give effect to the Closing;transactions contemplated hereby or to vest in applicable Designated Buyers good, valid and marketable title in and to the Analytical Technologies Companies Stock, the Joint Venture Interests and the Purchased Assets. (b) Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall deliver or cause to be delivered to Parent or the applicable Seller, as applicable, the following (except to the extent delivered at or prior to the Closing to Parent or a Seller the following:pursuant to a Local Purchase Agreement): (i) an instrument duly executed assumption agreements and other instruments as Parent may reasonably request or as may be otherwise necessary in order to effect the assumption by the Designated Buyers of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities, in form and substance acceptable to Parent and Buyer, each acting reasonably; (ii) the Escrow Agreement Initial Purchase Price, by wire transfer of immediately available funds to an account or accounts designated by Parent prior to Closing; (iii) the Local Purchase Agreements, duly executed and delivered by BuyerBuyer thereto; (iv) the Ancillary Agreements, duly executed and delivered by Buyer thereto; (v) the certificate of Buyer pursuant to Section 8.3(c) hereof; and (iiivi) all other documents consents, certificates, documents, instruments and instruments other items required hereunder to be delivered by Buyer pursuant to Seller at this Agreement, and all such other documents, certificates and instruments as Parent may reasonably request in order to give effect to the Closing; transactions contemplated hereby. Each document of transfer or assumption referred to in this ARTICLE IV (cor in any related definition set forth in ARTICLE I) Buyer that is not attached as an Exhibit to this Agreement shall deposit be in customary form (including with respect to the Escrow Amount with country to which it pertains) and shall be reasonably satisfactory in form and substance to the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------parties thereto.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent , the Parties, as applicable, shall deliver deliver, or cause to be delivered to Buyer delivered, each of the following: (ia) Purchaser shall deliver, by wire transfer of immediately available funds, to an account designated in writing by the XX Xxxxxxx Seller, the XX Xxxxxxx Consideration in accordance with Section 1.1 and the Payment Schedule; (b) Purchaser shall deliver, by wire transfer of immediately available funds, to each holder of Acquired Units that has delivered a good Letter of Transmittal in accordance with Section 1.8(a), to the account set forth in such Letter of Transmittal, the portion of the Aggregate Estimated Closing Consideration payable to such holder in accordance with Section 1.7(a) and sufficient xxxx the Payment Schedule. (c) Purchaser shall deliver, by wire transfer of sale for immediately available funds, to an account designated in writing by the AssetsEscrow Agent, sellingcash in an amount equal to the Escrow Amount; (d) Purchaser shall deliver, deliveringby wire transfer of immediately available funds, transferring to an account designated in writing by the Sellers’ Representative, cash in an amount equal to the Sellers’ Representative Expense Fund in accordance with Section 10.2(e); (e) Purchaser shall repay, or cause to be repaid, on behalf of the APN Entities and assigning to Buyer XX Xxxxxxx, as applicable, all of Seller's the Closing Repaid Indebtedness on the Closing Date in accordance with Section 1.10; (f) Purchaser shall pay, or cause to be paid, all Sellers’ Transaction Expenses (and Affiliate's right, title and interest in and the case of payments to the Assets, free and clear of any and all Liens other than Permitted LiensPhantom Plan Participants, in substantially accordance with Section 1.8(e)); (g) the form attached hereto XX Xxxxxxx Seller shall deliver to Purchaser a certificate, dated as Exhibit A (of the "Xxxx Closing Date, signed under penalty of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, perjury and in form and substance reasonably satisfactory toas required under the Treasury regulations promulgated under Sections 1445 and 897 of the Code, Buyer to validly vest Buyer with all certifying that XX Xxxxxxx Seller is not a “foreign person” as defined in Section 1445(f) of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensCode; (iih) consentsthe Company shall deliver to Purchaser a certificate certifying that interests in the Company are not “United States real property interests”, which certificate shall be signed under penalties of perjury and in substantially accordance with the form attached hereto as Exhibit B-1, to the assignment provisions of Section 1.1445-11T(d)(2)(i) of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of Treasury regulations promulgated under the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectCode; and (viii) all other documents and instruments required hereunder to be delivered by the XX Xxxxxxx Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as Purchaser a stock certificate representing all of the ClosingXX Xxxxxxx Stock, together with such other documentation reasonably requested endorsed in blank or accompanied by Seller to cause Buyer to assume the Assumed Liabilities; (iiduly executed assignment documents, or affidavit(s) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent of loss in accordance with Article VIII and the Escrow Agreement. ------------lieu thereof.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall deliver or cause to be delivered to Buyer Purchaser the following: (i) a good A certificate executed by Seller, dated as of the Closing Date, certifying in such detail as Purchaser may reasonably request that subject to the matters disclosed in the Disclosure Memorandum, as it may be supplemented by Seller from time to time, all representations and sufficient xxxx warranties of sale for Seller in this Agreement are true in all material respects as of the Assets, selling, delivering, transferring and assigning to Buyer all Closing Date; (ii) A certificate of the Secretary or an Assistant Secretary of Seller's , dated as of the Closing Date, certifying in such detail as Purchaser may reasonably request (A) that attached thereto is a true and Affiliate's rightcomplete copy of resolutions adopted by the Board of Directors of Seller authorizing the execution, title delivery, and interest performance of this Agreement, the Xxxx of Sale and Assignment Agreement, and the Deeds, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (B) as to the Assetsincumbency and specimen signature of each officer of Seller executing this Agreement, free the Xxxx of Sale and clear Assignment Agreement, the Deeds, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of any Seller as to the incumbency and all Liens other than Permitted Lienssignature of the officer signing such certificate; (iii) The opinion of Xxxxxxxxxx Xxxxxxxx LLP, counsel to Seller, in substantially the form attached hereto as of Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyD hereto; (iv) copiesThe Xxxx of Sale and Assignment Agreement, certified duly executed by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebySeller; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and ParentThe Consents; (vi) documents The Deeds, duly executed by Seller or in the case of the two DR Holdings Tracts by the owner thereof; (vii) A "non-foreign affidavit" that meets the requirements of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended; (viii) A Standard form and substance reasonably satisfactory Seller's Affidavit required by the title insurance company as a condition to Buyer and its counsel evidencing that the approvals and consents specified issuance of the title insurance policies; (ix) A Cross-Receipt, acknowledging receipt of the Purchase Price, duly executed by Seller in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectsubstantially the form of Exhibit G hereto; and (viix) all Any other documents and instruments required hereunder that Purchaser may reasonably request at least three days prior to be delivered by Seller the Closing in order to Buyer at effectuate the Closing;transactions contemplated hereby. (b) Buyer At the Closing Purchaser shall deliver or cause to be delivered to Seller the following: (i) A certificate executed by Purchaser, dated as of the Closing Date, certifying in such detail as Seller may reasonably request to the fulfillment of the conditions specified in Sections 7.3(a) and (b) hereof; (ii) A certificate of the Secretary or an Assistant Secretary of Purchaser, dated as of the Closing Date, certifying in such detail as Seller may request (i) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement, the Xxxx of Sale and Assignment Agreement, the Mortgages and the Promissory Note and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (ii) as to the incumbency and specimen signature of each officer of Purchaser executing this Agreement, and any certificate or instrument furnished pursuant hereto or to be furnished in connection herewith as of assumption the Closing Date, and a certification by another officer of liabilitiesPurchaser as to the incumbency and signature of the officer signing such certificate; (iii) The funds constituting the cash portion of the Purchase Price; (iv) The Promissory Note, duly executed by Purchaser; (v) The Mortgages, duly executed by Purchaser; (vi) The Xxxx of Sale and Assignment Agreement, duly executed by Purchaser; (vii) The opinion of Xxxxxxxx Xxxxx PLLC, counsel to Purchaser, in substantially the form attached hereto as of Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesE hereto; (iiviii) A Cross-Receipt, acknowledging receipt of the Escrow Agreement Assets, duly executed by BuyerPurchaser, in substantially the form of Exhibit G hereto; and (iiiix) all Any other documents and instruments required hereunder that Seller may reasonably request at least three days prior to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit , including but not limited to the Escrow Amount with the Escrow Agent Letter Agreement described in accordance with Article VIII Section 10.13 and the Escrow Agreement. ------------Guarantees described in Section 10.14.

Deliveries at the Closing. At In addition to the other requirements set forth herein, at the Closing: -------------------------: (a) Seller and/or Parent Sellers shall deliver or cause each of the following to be delivered to Buyer the followingBuyer: (i) a good and sufficient xxxx Bills of sale for the Assets, selling, delivering, transferring and assigning any other documents necessary to transfer to Buyer good, valid and marketable title to all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, Purchased Assets free and clear of all Liens other than except Permitted Liens; (ii) consents, a general release in substantially the form attached hereto as Exhibit B-1B ("General Release") from each of Xxxxx Xxxxx and Xxxxx Xxxxxxx and each other officer, to director or manager of any of Sellers, duly executed by the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----applicable releasor; (iii) copies, certified a certificate duly executed by an authorized officer the Managers of Seller, Ingenium and Lab Nine and the Secretary of minutes or resolutions Lab Eight certifying as to the full force and effect of the board organizational documents of directors each entity attached thereto as exhibits; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of each entity in the State of Illinois and Parentin each jurisdiction in which any of Sellers is qualified to conduct business as a foreign limited liability company or corporation; (v) copies of all notices to, as sole stockholderand declarations, which shall not have been rescinded or modifiedfilings and registrations with, unconditionally authorizing and consents, authorizations, approvals and waivers from, governmental and regulatory bodies required to consummate the execution of this Agreement transactions contemplated hereby and the performance of all consents and waivers listed on Schedule 2.3 (including applicable UCC-3 termination statements, payoff letters and other documentation relating thereto) and all other consents and waivers required to consummate the transactions contemplated hereby; (ivvi) copies, certified the FIRPTA Certificate called for by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebySection 2.7; (vvii) a new facility lease in the Escrow form of Exhibit C attached hereto (the "New Lease"), duly executed by ITS Partners, LLC, the landlord party thereto; (viii) executed copies of the Required Consents; (ix) a consulting agreement in the form of Exhibit D attached hereto (the "Consulting Agreement"), duly executed by Xxxxx; (x) an executed assignment and assumption agreement in substantially the form attached hereto as Exhibit D E (the "Escrow Assignment Agreement"); (xi) such Tax clearance certificates and other documents as are required to relieve Buyer of any obligation to withhold from the Purchase Price any amount in respect of Taxes imposed on Sellers, their respective assets, or the Purchased Assets, or otherwise (including without limitation an order with respect to each Seller issued by the Illinois Department of Revenue in accordance with the second paragraph of 35 I.L.C.S. 5/902 pursuant to an Illinois Department of Revenue Form CBS-1 Notice of Sale, Purchase, or Transfer of Business Assets filed by Seller before Closing in form and content approved by Buyer (which approval shall not be unreasonably conditioned, delayed or withheld); (xii) all required third party consents to the assignment of contracts and Company Agreements, including the consent of Xxxxxxxx Sundstrand to the assignment of its contract with Ingenium dated October 26, 2006 to Buyer; and (xiii) all other instruments and documents reasonably requested by Buyer. (b) Buyer shall cause each of the following to be delivered to Sellers: (i) a certificate duly executed by each the Secretary (or Assistant Secretary) of --------- ---------------- Seller Buyer certifying as to: (A) the full force and Parenteffect of resolutions of their respective board of directors attached thereto as exhibits evidencing the authority of Buyer to consummate the transactions contemplated by the Transaction Documents to which they are a party; (B) the full force and effect of the certificate of incorporation and bylaws of Buyer attached thereto as exhibits; and (C) the incumbency and signature of the officers of Buyer who have executed the Transaction Documents to which Buyer is a party; (ii) certificates from an appropriate government official (dated as of a recent date) certifying as to the good standing of Buyer in the State of California; (iii) the Consulting Agreement, duly executed by Buyer and including documentation reasonably acceptable to Xxxxx and his counsel that Buyer's group health insurance plan provides, effective as of the Closing, health insurance coverage for Xxxxx and his spouse as required by Section 6.4; (iv) the New Lease, duly executed by Buyer, the tenant thereto, and the parent of Buyer, as guarantor thereto; (v) executed Assignment Agreement; (vi) documents an executed agreement, in form and substance reasonably satisfactory acceptable to Buyer Sellers, Ingenium Technologies Corp., and its counsel evidencing that their respective counsel, agreeing to be bound by Sections 3.1, 5.1 and 5.2 of a Second Amended and Restated Confidentiality Agreement dated April 30, 2011, by and among Sellers, Interest/Shareholders, Ingenium Technologies Corp., Xxxx Xxxx, Xxxxxxx Wash and Xxxxxxx X. Xxxxxxxxx (the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and"ITC Confidentiality Agreement"). (vii) all other instruments and documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Sellers.

Deliveries at the Closing. At In addition to the other requirements set forth herein, at the Closing: -------------------------: (a) Seller and/or Parent the Stockholders shall deliver or cause each of the following to be delivered to Buyer the followingBuyer: (i) a good one or more certificates representing the Shares, and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning any other documents that are necessary to transfer to Buyer good, valid and marketable title to all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, Shares free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially instruments evidencing the form attached hereto as Exhibit B-1, to the assignment resignation of the contracts listed on Schedules 2.30 directors and ----------- -------------- 2.31 officers of the Seller Disclosure Schedule; ----Company and each of its Subsidiaries specified on Schedule 1.3(a)(ii); (iii) copies, certified by an authorized General Releases from each officer of Seller, of minutes or resolutions and director of the board of directors and ParentCompany, as sole stockholderwell as each Stockholder and each Person listed on Schedule 1.3(a)(iii), which shall not have been rescinded or modified, unconditionally authorizing duly executed by the execution of this Agreement and the performance of the transactions contemplated herebyapplicable releasor; (iv) copiesthe certificate called for by Section 7.1, certified duly executed by an authorized officer of Parent, of minutes or resolutions each of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement Stockholders and the performance of the transactions contemplated herebyStockholders’ Representative; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), a certificate duly executed by each the Secretary of --------- ---------------- Seller the Company certifying as to: (A) the full force and Parenteffect of resolutions of its board of directors and stockholders attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a party; (B) the full force and effect of the certificate of incorporation and bylaws of the Company attached thereto as exhibits; and (C) the incumbency and signature of the officers of the Company who have executed the Transaction Documents to which the Company is a party; (vi) documents certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company and each of its Subsidiaries in form their respective jurisdictions of organization and substance reasonably satisfactory in each jurisdiction in which they are qualified to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; andconduct business as a foreign corporation; (vii) all other documents and instruments each FIRPTA Certificate called for by Section 2.7(l), duly executed by each Stockholder; (viii) the Opinion of Counsel, if required hereunder to be delivered by Seller the institutions providing debt financing to Buyer at the Closing, and the Capitalization Opinion; (ix) the Escrow Agreement, duly executed by the Stockholders’ Representative; (x) each New Lease, duly executed by the Company and the landlord party thereto; and (xi) all other instruments and documents reasonably requested by Buyer. (b) Buyer shall deliver or cause the Initial Purchase Price to be delivered as contemplated by Section 1.1(b) and shall cause each of the following to be delivered to Seller the followingStockholders: (i) an instrument of assumption of liabilitiesthe certificate called for by Section 8.1, in substantially the form attached hereto as Exhibit C, duly executed by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesBuyer; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Buyer certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Buyer to consummate the transactions contemplated by the Transaction Documents to which it is a party; (B) the full force and effect of the certificate of incorporation and bylaws of Buyer attached thereto as exhibits; and (C) the incumbency and signature of the officers of Buyer who have executed the Transaction Documents to which Buyer is a party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Buyer in its jurisdiction of organization; (iv) the Escrow Agreement Agreement, duly executed by Buyer; and (iiiv) all other instruments and documents and instruments required hereunder to be delivered reasonably requested by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Stockholders’ Representative.

Deliveries at the Closing. At the Closing: ------------------------- (a) At the initial Closing, Seller and/or Parent shall deliver deliver, or shall cause to be delivered delivered, to Buyer the followingBuyer: (i) each of the Documents to which Seller and its Affiliates are a good party, duly executed by Seller and sufficient xxxx its Affiliates (it is understood and agreed by the Parties, however, that (A) the Data Transmission Agreement shall only be delivered as of sale for the Assets, selling, delivering, transferring and assigning to Buyer all date of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested bythis Agreement, and in form (B) the Trademark Assignment Agreement and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensNovations shall only be delivered at the final Closing); (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment an officer’s certificate of Seller enclosing a certified copy of the contracts listed on Schedules 2.30 articles of incorporation of Seller, the authorizing resolutions of Seller’s directors and ----------- -------------- 2.31 stockholders approving the Transactions and a certification as to incumbency of the officers of Seller Disclosure Schedule; ----executing and delivering this Agreement and the Documents; (iii) copies, certified by an authorized officer the opinion of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebycounsel for Seller required under Section 3.8; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions a schedule of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance calculation of the transactions contemplated herebyUpfront Consideration payable on the initial Closing Date; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all such other documents and instruments required hereunder as Buyer shall reasonably request to be delivered consummate the transactions contemplated by Seller to Buyer at this Agreement and the Closing;Documents. (b) Buyer At each subsequent Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Seller the followingBuyer: (i) an instrument each of assumption of liabilitiesthe Documents to which Seller and its Affiliates are a party, in substantially duly executed by Seller and its Affiliates (it is understood and agreed by the form attached hereto as Exhibit CParties, by which Buyer however, that (A) the Data Transmission Agreement shall assume --------- the Assumed Liabilities only be delivered as of the date of this Agreement, (B) the Seller Guarantor Guaranty, the Seller Non-Competition Agreement and the Interim Trademark License Agreement shall only be delivered at the initial Closing and (C) the Trademark Assignment Agreement and the Novations shall only be delivered at the final Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities); (ii) an updated opinion of counsel for Seller required under Section 3.8; (iii) a schedule of the Escrow Agreement executed by Buyercalculation of the Upfront Consideration payable on such subsequent Closing Date; and (iiiiv) all such other documents and instruments required hereunder as Buyer shall reasonably request to be delivered consummate the transactions contemplated by Buyer to Seller at this Agreement and the Closing;Documents. (c) At the initial Closing, Buyer shall deposit deliver to Seller: (i) the Escrow Amount with Upfront Consideration payable on the Escrow Agent in accordance with Article VIII initial Closing Date; (ii) each of the Documents to which Buyer and its Affiliates are a party, duly executed by Buyer and its Affiliates (it is understood and agreed by the Parties, however, that (A) the Data Transmission Agreement shall only be delivered as of the date of this Agreement and (B) the Novations shall only be delivered at the final Closing); (iii) the opinion of counsel for Buyer required under Section 4.7; (iv) a schedule of the allocation of the Purchase Price; and (v) such other documents and instruments as Seller shall reasonably request to consummate the transactions contemplated by this Agreement and the Escrow Documents. (d) At each subsequent Closing, Buyer shall deliver to Seller: (i) the Upfront Consideration payable on such subsequent Closing Date; (ii) each of the Documents to which Buyer and its Affiliates are a party, duly executed by Buyer and its Affiliates (it is understood and agreed by the Parties, however, that (A) the Data Transmission Agreement shall only be delivered as of the date of this Agreement. ------------, (B) the Buyer Guarantor Guaranty, the Buyer Non-Competition Agreement and the Interim Trademark License Agreement shall only be delivered at the initial Closing and (C) the Novations shall only be delivered at the final Closing); (iii) an updated opinion of counsel for Buyer required under Section 4.7; (iv) a supplemental schedule of the allocation of the Purchase Price; and (v) such other documents and instruments as Seller shall reasonably request to consummate the transactions contemplated by this Agreement and the Documents.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) Seller and/or Parent , the Sellers and the Shareholders shall deliver deliver, or shall cause to be delivered delivered, to the Buyer the following: (i) a one or more deeds, containing covenants of general warranty, substantially similar in form to that attached hereto as Exhibit 2.07(a)(i), duly executed and acknowledged by the Sellers, as appropriate, pursuant to which the Sellers shall transfer and convey title to the Owned Real Property to the Buyer, free and clear of any Lien; (ii) one or more bills of sale substantially similar in form and substance to that attached hereto as Exhibit 2.07(a)(ii), duly executed by the Sellers, as appropriate, pursuant to which the Sellers shall transfer and convey title to all of the Tangible Personal Property and the Inventories to the Buyer, free and clear of any Lien; (iii) one or more assignments substantially similar in form and substance to that attached hereto as Exhibit 2.07(a)(iii), duly executed and acknowledged by the Sellers, as appropriate, pursuant to which the Sellers shall assign and transfer the Real Property Leases and the rights of the Sellers thereunder to Buyer, free and clear of any Lien; (iv) one or more assignments substantially similar in form and substance to that attached hereto as Exhibit 2.07(a)(iv), duly executed by the Sellers, as appropriate, pursuant to which the Sellers shall assign and transfer the Real Property Contracts, the Other Contracts, the Required Permits (as defined in Section 3.14(b) hereof, to the extent transferable) and the Accounts Receivable to Buyer, free and clear of any Lien; (v) certificates of title to all motor vehicles included in the Acquired Assets, in such form as is necessary in the State of Alabama to transfer title to such vehicles to the Buyer, duly executed by one or more of the Sellers, as appropriate, and properly acknowledged, if necessary; (vi) all other instruments and documents that the Buyer reasonably deems necessary or advisable to transfer good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, marketable title and interest in and to the Acquired Assets, free and clear of any and all Liens other than Permitted LiensLien, to the Buyer, in substantially such form and substance as the Buyer may reasonably require; (vii) originals of all consents and approvals referred to in Section 3.03 and Schedule 3.03; (viii) originals of all estoppel certificates obtained pursuant to Section 5.01(h)(iii), duly executed by the appropriate parties; (ix) an opinion of Burr & Xormxx, xxunsel to the Sellers and the Shareholders, in the form attached hereto as Exhibit A 2.07(a)(ix); (x) originals of all Real Property Leases identified in Schedule 2.01(b); (xi) originals of all the "Xxxx Real Property Contracts, the Other Contracts and the Required Permits; (xii) an original of Sale")the Royalty Agreement, together with such assignments duly executed by Oak Mountain Energy; (xiii) an original of an employment agreement between the Buyer and --------- ------------ other documentation reasonably requested by, and Ryan xxxstantially similar in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form that attached hereto as Exhibit B-12.07(a)(xiii), duly executed by Ryan (xxe "Ryan Xxxloyment Agreement"); (xiv) original letters, executed by the Sellers, to all account debtors relative to the assignment accounts receivable transferred to the Buyer hereunder, directing such account debtors to make all future payments to the Buyer; (xv) certificates executed by the Shareholders and the Sellers certifying: (A) that each of the contracts listed on Schedules 2.30 representations and ----------- -------------- 2.31 warranties of the Seller Disclosure ScheduleSellers and the Shareholders contained 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 (iiiB) copies, certified by an authorized officer of Seller, of minutes or resolutions that the Sellers and the Shareholders have performed in all material respects their obligations and covenants under this Agreement; (xvi) a certificate of the Secretary of each Seller certifying the adoption of resolutions by the stockholders and board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally of each Seller authorizing the execution execution, delivery and performance of this Agreement and the performance consummation of the transactions contemplated herebyherein; (ivxvii) copies, certified by an authorized officer of Parent, of minutes or resolutions a FIRPTA affidavit evidencing that the grantors and assignors of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing real property interests are non-foreign persons within the execution of this Agreement and the performance meaning of the transactions contemplated herebyForeign Investment in Real Property Tax Act; (vxviii) the Escrow Agreement, in substantially the title insurance company's standard form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parentowner's/seller's affidavit; (vixix) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(cupdated Schedules 2.01(f) and 6.3(c2.01(g) hereof have been obtained identifying the Inventories and are in full force Accounts Receivable of the Sellers as of the Closing Date, together with a certificate signed by the Sellers and effectthe Shareholders certifying that said updated Schedules contain a true, correct and complete list of the Inventories and Accounts Receivable of the Sellers as of the Closing Date; and (viixx) a certificate executed by the Sellers estimating the amount necessary to allow the Sellers (A) to pay all other documents wages, salaries, bonuses, accrued vacation, vehicle lease payments, bereavement pay, jury duty pay, sick leave pay, severance pay and instruments required hereunder accrued holiday pay (including related payroll and withholding taxes) owing to be delivered by Seller the Sellers' employees on the Closing Date and (B) to Buyer at make all payments on behalf of the Closing;Sellers' employees to any pension, retirement, profit-sharing plan, thrift-savings plan, or deferred compensation plan, if any. (b) At the Closing, the Buyer shall deliver or cause to be delivered to Seller the Sellers and the Shareholders, as appropriate, the following: (i) $13,000,000 in readily available funds by wire transfer to the Sellers in accordance with Schedule 2.04; (ii) the Note; (iii) an instrument original of assumption the Royalty Agreement, duly executed by the Buyer; (iv) an original of liabilitiesthe Ryan Xxxloyment Agreement, duly executed by the Buyer; (v) the opinion of counsel to the Buyer in substantially the form attached hereto as Exhibit C, 2.07(b)(v); (vi) a certificate executed by which the Buyer shall assume --------- certifying: (A) that each of the Assumed Liabilities Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closingdate of this Agreement and is accurate in all respects as of the Closing Date, together with such other documentation reasonably requested by Seller to cause Buyer to assume as if made on the Assumed Liabilities; (ii) the Escrow Agreement executed by BuyerClosing Date; and (iiiB) that the Buyer has performed in all other documents material respects its obligations and instruments required hereunder to be delivered by Buyer to Seller at the Closingcovenants under this Agreement; (cvii) a certificate of a manager of the Buyer shall deposit certifying the Escrow Amount with adoption of resolutions by the Escrow Agent in accordance with Article VIII members and managers of the Buyer authorizing the execution, delivery and performance of this Agreement and the Escrow Agreement. ------------consummation of the transactions contemplated herein; (viii) a reducing letter of credit in the original face amount of $1,923,750 in favor of The Trust Company of Toledo, N. A. to secure the principal payments due and owing on December 1, 1997, and December 1, 1998, under that certain Amended and Restated Promissory Note in the form attached hereto as Exhibit 6.15(B); and (ix) evidence reasonably satisfactory to the Sellers and the Shareholders that all contributions to the capital of the Buyer required to be made by Shelby Energy Group, L.L.C., a Delaware limited liability company, have been made, and releases for all collateral securing that certain Third Amended and Restated Negotiable Promissory Note dated January 21, 1997, from Oak Mountain Energy to Zither Mining Company, Inc. in the maximum principal amount of $8,000,000, as the same may be hereafter amended.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: , (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and Seller will deliver to the AssetsBuyer the various certificates, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested byinstruments, and documents set forth in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; Schedule 3.2; (ii) consents, in substantially the form attached hereto as Exhibit B-1, Buyer will deliver to the assignment of Seller the contracts listed on Schedules 2.30 various certificates, instruments, and ----------- -------------- 2.31 of the Seller Disclosure Scheduledocuments set forth in Schedule 3.2; ---- (iii) copiesthe Seller will execute, certified by an authorized officer acknowledge (as appropriate), and deliver to the Buyer assignments (including real property and Intellectual Property transfer documents) and such other instruments of Sellersale, of minutes or resolutions of transfer, conveyance, and assignment in such form as the board of directors Buyer and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; its counsel reasonably may request; (iv) copiesthe Buyer will execute, certified by acknowledge (if appropriate), and deliver to the Seller an authorized officer of Parent, of minutes or resolutions of assumption agreement in such form as the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement Seller and the performance of the transactions contemplated hereby; its counsel reasonably may request; (v) the Escrow Agreement, Buyer will deliver to the Seller the consideration specified in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; Section 2.3 above; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to share certificates of the Mexican Affiliate not owned by the Seller shall be delivered by Seller to the Buyer on behalf of the Persons buying such shares, and (vi) the following items in respect of the real property shall be apportioned as of 11:59 p.m. of the day immediately preceding the Closing Date: (a) Real estate taxes, on the basis of the fiscal year for which the same are levied, imposed, or assessed; (b) Charges for water and sewer rents on the basis of the fiscal period for which same are assessed or a current meter reading, as applicable, and charges for electricity, steam, gas, and telephone. The Seller at the Closing shall furnish a current reading of each meter; and further provided that if there is not a meter or if the current bill for any of such utilities has xxx been issued prior to the Closing Date, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued; (c) Fuel, if any, at the Seller's cost therefor (as determined by the Seller's fuel supplier on the basis of a reading performed not more than one business day prior to the Closing); (d) Amounts paid or payable under transferable service contracts, if any such service contracts shall, at the Buyer's option, be assigned to and assumed by the Buyer at the Closing; (be) Premiums on existing transferable insurance policies or renewals of those expiring prior to the Closing, if any such policy shall, at the Buyer's option, be assigned to and assumed by the Buyer at the Closing. If the Closing shall occur before the real estate tax rate or the assessed valuation is fixed for the current fiscal year, the apportionment of real estate taxes shall be based upon the preliminary bill and further adjusted when the xxxal bill is issued. Seller shall pay xxx New Jersey Realty Transfer Fee payable as a result of the Closing based upon consideration as appropriately allocated from the Purchase Price. Buyer will deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such returns and all other related documentation reasonably requested by Seller required to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement be prepared and executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount in connection with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------foregoing.

Deliveries at the Closing. At In addition to the other requirements set forth herein, at the Closing: -------------------------: (a) Seller and/or Parent The Company or the Shareholders, as applicable, shall deliver or cause each of the following to be delivered to Buyer: (i) one or more certificates representing the Shares, and any other documents that are necessary to transfer to Buyer good, valid and marketable title to all the followingShares free and clear of all Liens; (ii) instruments evidencing the resignation of the directors and officers of the Company; (iii) General Releases from each officer and director of the Company, as well as the Shareholders, duly executed by the applicable releasor; (iv) a Guaranty duly executed by each of Xxxx Spruce, Xxxxxx Xxxxxxxx and Xxxxx Xxxxx; (v) a certificate duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by this Agreement; (B) the full force and effect of the articles/certificate of incorporation and bylaws of the Company attached thereto as exhibits; and (C) the incumbency and signature of the officers of the Company who have executed this Agreement; (vi) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in New Mexico; (vii) the FIRPTA Certificate called for by Section 2.7(o); (viii) the Escrow Agreement, duly executed by the Shareholders’ Representative; (ix) evidence of termination of the Company’s sponsored 401(k) Plan; (x) the New Lease, duly executed by the Company and the landlord party thereto; (xi) the Noncompetition Agreements duly executed by Xxxx Spruce (Exhibit C-1), Xxxx Xxxxx (Exhibit C-2), and Xxxxxx Xxxxxxxx (Exhibit C-2); and (xii) all other instruments and documents reasonably requested by Buyer. (b) Buyer shall cause each of the following to be delivered to the Shareholders: (i) a good certificate duly executed by the Secretary (or Assistant Secretary) of Buyer certifying as to: (A) the full force and sufficient xxxx effect of sale for resolutions of its board of directors attached thereto as exhibits evidencing the Assets, selling, delivering, transferring and assigning to Buyer all authority of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest consummate the transactions contemplated by the this Agreement; (B) the full force and effect of the certificate of incorporation and bylaws of Buyer with all attached thereto as exhibits; and (C) the incumbency and signature of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear officers of all Liens other than Permitted LiensBuyer who have executed this Agreement; (ii) consents, in substantially the form attached hereto a certificate from an appropriate government official (dated as Exhibit B-1, of a recent date) certifying as to the assignment good standing of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 Buyer in its jurisdiction of the Seller Disclosure Schedule; ----organization; (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), duly executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectEscrow Agent; and (viiiv) all other instruments and documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Shareholders.

Deliveries at the Closing. At On or prior to the Closing: -------------------------: (a) Each Seller and/or Parent shall deliver have delivered or cause caused to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and ParentNewco, as sole stockholderappropriate, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument assignment of assumption of liabilities, interest by such Seller in substantially the form attached hereto as of Exhibit C, C duly executed by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesSeller; (ii) a copy of the Escrow Agreement executed by Buyer; andOrganizational Documents of the Company; (iii) all other documents and instruments required hereunder a Short Form Certificate of Status of the Company issued by the Delaware Secretary of State dated not more than ten days prior to be delivered by Buyer to Seller at the Closing; (civ) evidence that all Contracts and transactions by and between Sellers and any Affiliate of Sellers (other than the Company or a Subsidiary of the Company), on the one hand, and the Company or any of its Subsidiaries, on the other hand, have been terminated effective as of the Closing Date, without any cost or continuing obligation to any Party thereto, except as otherwise disclosed on Schedule 1.4(iv); (v) the Non-competition Agreements, duly executed by or on behalf of each Company Member and the Company’s key employees (as identified by the Buyer) substantially in the form of Exhibit D; (vi) the Put/Call Option Agreement, duly executed by or on behalf of each Company Member and Holder, substantially in the form of Exhibit B hereto; (vii) an opinion from counsel to the Company, in form and substance as set forth in Exhibit E, addressed to Buyer and dated as of the Closing Date; (viii) certificate of non-foreign status as required by Code Section 1445 from each Seller; (ix) Guaranty by KG Holding, LLC, in form and substance as set forth in Exhibit F; (x) Guaranty by Altenberg, in form and substance as set forth in Exhibit G; (xi) Guaranty by Jxxx Xxx, in form and substance as set forth in Exhibit H; (xii) the Technology Agreement between Qi2, Quest Insight, LLC and Quest Integrity Group, LLC; (xiii) evidence of full satisfaction of that certain Loan Agreement dated as of December 24, 2009 between Qi2, the Company and Altenberg; and (xiv) all other consents, certificates, documents, instruments and other items required to be delivered by the Seller Parties pursuant to the Transaction Documents, and all such other documents, certificates and instruments as Buyer reasonably requests in order to give effect to the Transactions;. (b) On or prior to the Closing Date, Buyer shall deposit have delivered, or caused to be delivered, to the Escrow Amount Seller Parties, as applicable: (i) the consideration provided for in Section 1.2 above; provided however that the physical stock certificates representing the shares of restricted Buyer Common Stock and shares of Class B Stock issuable pursuant hereto shall be delivered as soon as practicable following the Closing; (ii) a certificate of incorporation and good standing/existence of Buyer and Newco certified by an appropriate authority of the Governmental Authority issuing such certificate dated not more than ten days prior to Closing; (iii) the Put/Call Option Agreement, duly executed by or on behalf of each of Buyer and Newco, substantially in the form of Exhibit B; (iv) an opinion from counsel to Buyer and Newco, in form and substance as set forth in Exhibit I, addressed to all Sellers and dated as of the Closing Date; (v) evidence of full satisfaction of (and release of all guarantors named below with the Escrow Agent in accordance with Article VIII respect to) that certain Loan Agreement between Green Bank, N.A. and Quest Integrity Group, LLC dated December 16, 2008, as amended by that certain First Amendment to Loan Agreement dated as of December 16, 2009, and that certain Second Amendment to Loan Agreement dated as of January 16, 2010 and the Escrow Agreement. ------------related guarantees of Axxxxxxxx, Xxxxxxx L. Xxx and Kxxx Chemical Technology Group, LLC; and (vi) all other consents, certificates, documents, instruments and other items required to be delivered by the Company or Newco pursuant to the Transaction Documents, and all such other documents, certificates and instruments as the Seller Parties reasonably requests in order to give effect to the Transactions.

Deliveries at the Closing. At Subject to the provisions of Sections 6 ------------------------- and 7 hereof, at the Closing: -------------------------: (a) Seller and/or Parent shall agrees to deliver or cause to be delivered to Buyer the followingBuyer: (i) a good and sufficient xxxx of sale certificates representing the Shares duly endorsed for the Assets, selling, delivering, transferring and assigning transfer to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensBuyer; (ii) consentsall opinions, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 certificates and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors other instruments and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions documents contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder under Section 6 to be delivered by Seller at or prior to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents, instruments and writings required to be delivered by Seller or the Company at or prior to the Closing Date pursuant to this Agreement or otherwise, or reasonably requested by Buyer in connection herewith. (b) Buyer agrees to deliver to Seller: (i) $4.0 million in immediately available federal funds by wire transfer to the bank account(s) designated by Seller prior to Closing; (ii) all certificates and other instruments and documents and instruments required hereunder contemplated under Section 7 to be delivered by Buyer or the Company at or prior to Seller at the Closing; (ciii) a release of Seller from the guaranty of the credit facility maintained by the Company with Fleet Bank; and (iv) all other documents, instruments and writings required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise, or reasonably requested by Seller in connection herewith. (v) In addition, at Closing the Company shall deposit deliver to Seller an assignment of all receivables from related or affiliated parties, to the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------extent such receivables are included as a deduction to Final Adjusted Net Worth.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent , the Parties shall deliver or pay, or cause to be delivered to Buyer or paid, each of the following: (ia) a good Buyer and sufficient xxxx the Seller shall make the payments to be made by them pursuant to Section 2.02(a), Section 2.02(b) and Section 2.02(c) (Payment of sale for the AssetsClosing Consideration, sellingIndebtedness and Transaction Expenses), delivering, transferring and assigning as applicable. (b) The Seller shall deliver to Buyer certificates representing all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale")outstanding BBI Shares, together with such one or more duly executed assignments or other instruments of transfer with respect to the transfer of all of the Shares held by the Seller. (c) The Seller shall deliver an appropriate FIRPTA certification pursuant to Section 1445 of the Code and --------- ------------ the Treasury Regulations promulgated thereunder. (d) The Seller shall provide a properly completed and executed IRS Form 8023 and any other documentation reasonably requested byforms and documents necessary to make the Section 338(h)(10) Election for BBI. (e) The Seller shall deliver, or cause to be delivered, to Buyer the following documents: (i) the minute books, the stock certificate books and the stock ledger of each Target Company (or similar records for limited liability companies and other unincorporated entities), to the extent existing and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all the possession of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liensa Target Company; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Non-Competition Agreement; (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors Retention and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebySeverance Agreement; (iv) copiesan opinion with respect to the Seller’s power, certified by an authorized officer of Parentauthority and equity ownership from counsel to the Seller, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement in form and substance mutually acceptable to Buyer and the performance of the transactions contemplated herebySeller; (v) the Escrow Capital Expenditure Reimbursement Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance the Indemnification Escrow Agreement; (vii) the Working Capital Escrow Agreement; (viii) the Payoff Letters; (ix) all such Lien releases or other written evidence reasonably satisfactory to Buyer Buyer, evidencing the release of all Liens on the Assets of the Target Companies that are not Permitted Liens and its counsel evidencing that are not included in the Payoff Letters; (x) signed resignations of each director, officer and manager of each Target Company; (xi) a certificate executed by an officer of each of the Target Companies and the Seller, dated as of the Closing Date, stating that the approvals and consents closing conditions specified in Sections 6.1(cSection 8.02(a) and 6.3(cSection 8.02(b) hereof have been obtained and are in full force and effectsatisfied; and (viixii) all such other documents documents, instruments or agreements as may reasonably be requested by Buyer, in each case duly executed and instruments required hereunder to be delivered by the Target Companies, the Seller or any other Person, as applicable to Buyer at effect the Closing;transactions contemplated hereby. (bf) Buyer shall deliver deliver, or cause to be delivered delivered, to the Target Companies and the Seller the followingfollowing documents: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesNon-Competition Agreement; (ii) the Retention and Severance Agreement; (iii) the Capital Expenditure Reimbursement Agreement; (iv) the CapEx Reimbursement Amount; (v) the Indemnification Escrow Agreement Agreement; (vi) the Working Capital Escrow Agreement; (vii) a certificate executed by an officer of Buyer, dated as of the Closing Date, stating that the closing conditions specified in Section 8.03(a) and Section 8.03(b) have been satisfied; (viii) evidence of the fully-paid insurance policy described in Section 7.07(b); and (iiiix) all such other documents documents, instruments or agreements as may reasonably be requested by the Seller, in each case duly executed and instruments required hereunder to be delivered by the Buyer or any other Person, as applicable to Seller at effect the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------transactions contemplated hereby.

Deliveries at the Closing. At the Closing: -------------------------, the following events shall occur: (a) Seller and/or Parent Buyer shall deliver execute and deliver, or cause to be delivered delivered, to Buyer the followingSeller: (i) a good and sufficient xxxx An amount (the “Closing Date Payment”) equal to the Purchase Price, (1) less, the Deposit, (2) less, the Extension Payment if received by Seller prior to Closing, (3) less, an amount equal to Seller’s estimate of sale ad valorem Property Taxes of the Company for the AssetsPre-Closing Tax Period (based upon the most recent property tax bills available), sellingand (4) plus or minus, deliveringas applicable, transferring and assigning such other matters as the Parties agree to Buyer all be added to or deducted from the calculation of Seller's and Affiliate's rightthe Closing Date Payment, title and interest in and such Closing Date Payment to be paid by wire transfer of immediately available funds to the Assets, free and clear account of any and all Liens other than Permitted Liens, Seller set forth in substantially Section 2.5(a)(i) of the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensSeller Disclosure Schedule; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Backstop Guaranty; (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally Buyer authorizing the execution of this Agreement and the performance Related Agreements to which Buyer is a party and the consummation of the transactions contemplated herebyContemplated Transactions to which Buyer is a party (to the extent required by Buyer’s Governing Documents), in each case certified by the Secretary or other executive officer of Buyer as being complete and correct and then in full force and effect; (iv) copiesa certificate of incumbency of the signatory officers of Buyer; (v) short-form certificate as to the good standing of Buyer issued by the Secretary of State of Delaware; (vi) the certificates referred to in Section 8.2(a) and Section 8.2(b); and (vii) copies of all Buyer Third Person Consents and Authorizations obtained pursuant to Section 6.2. In addition, certified by an authorized officer Buyer shall accept the Purchased Shares from Seller. (b) Seller shall execute and deliver, or cause to be delivered, to Buyer: (i) original stock certificates representing the Purchased Shares, duly endorsed for transfer or with duly executed stock powers attached; (ii) the minute books and any corporate records and company seals of Parent, the Company; (iii) executed resignation letters of minutes (or resolutions removing) the Seller Officers and Directors from their respective positions with the Company; (iv) resolutions of Seller and the board of directors, which shall not have been rescinded or modified, unconditionally Company authorizing the execution of this Agreement and the performance Related Agreements to which Seller or the Company, as applicable, is a party and the consummation of the transactions contemplated herebyContemplated Transactions to which Seller or the Company, as applicable, is a party (to the extent required by Seller’s or the Company’s Governing Documents), in each case certified by the Secretary or other executive officer of Seller or the Company, as applicable, as being complete and correct and then in full force and effect; (v) Governing Documents of the Escrow AgreementCompany, in substantially each case certified by the form attached hereto Secretary or Assistant Secretary of the Company as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller being complete and Parentcorrect and then in full force and effect; (vi) documents certificates of incumbency of the signatory officers of Seller and the Company, as applicable; (vii) short form certificates as to the good standing of Seller and the Company issued by the Secretary of State or other applicable Governmental Authority of the state of formation of Seller and the Company; (viii) the certificates referred to in Section 8.3(a) and Section 8.3(b); (ix) a certificate from Seller conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2) in form and substance satisfactory to Buyer stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Code dated as of the Closing Date; (x) copies of all Seller Third Person Consents and Authorizations obtained pursuant to Section 6.2; (xi) Assignment of Contracts for those Seller Contracts for which Third Person Consents have either been obtained as of or prior to Closing or for which no Third Person Consent is required, duly executed by the Company and the applicable Affiliate of Seller; and (xii) an executed copy of the Section 336(e) Agreement in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Buyer shall deliver, or shall cause one or more of the Buyer Affiliates to deliver, the following to Seller and/or Parent shall deliver or cause to be delivered to Buyer one or more of the followingSeller Affiliates: (i) a good and sufficient xxxx of sale the Purchase Price as provided for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensSection 3.01; (ii) consentsone or more Assignment and Assumption Agreements, in substantially duly executed by Buyer and/or the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Buyer Affiliates; (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of a license for the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyAcquired Software; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyWood Fiber Supply Contract; (v) the Escrow Agreement, a lease in substantially the form attached of Exhibit F annexed hereto as Exhibit D (the "Escrow Agreement")covering approximately 12,000 square feet of office space in Port St. Xxx, executed by each of --------- ---------------- Seller and ParentFlorida; (vi) documents the easements referenced in form and substance reasonably satisfactory to Section 6.12; (vii) certified copies of resolutions duly adopted by Buyer and its the Buyer Affiliates constituting all necessary authorization for the consummation by Buyer and the Buyer Affiliates of the transactions contemplated by this Agreement; (viii) the certificate required by Section 9.03(c); (ix) certificates of incumbency for all relevant officers of Buyer and the Buyer Affiliates executing this Agreement and any other documents pursuant to this Agreement; (x) an opinion of counsel evidencing that substantially in the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectforms annexed hereto as Exhibit G; and (viixi) all such other documents documents, instruments, certificates and instruments required hereunder to writings as reasonably may be delivered requested by Seller at least three (3) Business Days prior to Buyer at the Closing;. (b) At the Closing, Seller shall deliver, or shall cause one or more of its Affiliates to deliver, the following to Buyer shall deliver or cause to be delivered to Seller one or more of the followingBuyer Affiliates: (i) an instrument one or more Bills of assumption of liabilities, in substantially the form attached hereto as Exhibit C, Sale duly executed by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesSeller; (ii) the Escrow Agreement one or more Assignment and Assumption Agreements duly executed by BuyerSeller; and (iii) all other documents and instruments required hereunder the certificates representing the Stock, duly assigned to be delivered by Buyer to Seller at FMC (if the ClosingRight of First Refusal has not been exercised); (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause 6.1 Deliveries by Stockholder. Concurrently herewith, Stockholder is delivering to be delivered to Buyer Purchasers the following: (ia) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or Certified resolutions of the board Board of directors Directors and, if required, the shareholders of Stockholder in form reasonably satisfactory to counsel for Purchasers, authorizing Stockholder's execution, delivery and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution performance of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder actions to be delivered taken by Seller to Buyer at the ClosingStockholder hereunder; (b) Buyer shall deliver A certificate or cause to be delivered to Seller telegram issued by the following: (i) an instrument Secretary of assumption State of liabilitiesthe State of California, evidencing the good standing of the Company in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities such jurisdiction as of a date not more than ten (10) calendar days prior to the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the ClosingClosing Date; (c) Buyer Consents of (i) California Bank & Trust and Manufacturers Bank, the senior secured lenders to the Company and the Stockholder (collectively, the "Senior Lenders") and Sirrom Capital Corporation and Pine Creek Capital Partners, L.P. (collectively, the "Subordinated Lenders"), and (ii) to the extent required under such Material Contract, any third party to a Material Contract binding upon the Company or the Stockholder, or (iii) any governmental authorities or agencies, to the extent such consent shall deposit be required in connection with the consummation of the transactions contemplated by this Agreement; (d) A release of Company from all obligations to the Senior Lenders and Subordinated Lenders, including a release by the Senior Lenders of the pledge of the Stock and all liens on any of the assets of Company (including UCC-3 termination statements in a form suitable for filing with the California Secretary of State), including the termination of any lockbox arrangements with respect to the collection of Company's accounts receivable; (e) Evidence satisfactory to Purchasers that (i) the amount of the Lease Payable Obligations does not exceed $1,000,000 as of the Closing Date; and (ii) $25,000 advance to Stockholder in April, 1999 shall have been repaid by Stockholder or deducted from the Purchase Price; (f) An assignment to Purchasers of Stockholder's rights, if any, under Section 12 of the Stock Purchase Agreement dated as of January 28, 1998 between Stockholder and Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx, trustees ("Sellers"); (g) The written resignations, dated and effective on the date hereof, of such of the officers and directors of the Company as may be requested by Purchasers; (h) The opinion of Xxxxxxxxx Traurig, counsel to Stockholder; (i) Executed copies of the Escrow Amount Agreement and a Notice of Security Interest in Deposit Account; (j) Copies of all books and records with respect to tax matters relating to any taxable period of the Escrow Agent Company beginning prior to the Closing Date; (k) Such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and/or safe deposit boxes maintained by or in accordance with Article VIII the name of the Company; (l) Evidence satisfactory to Purchasers that Stockholder has amended its federal and the Escrow Agreement. ------------state consolidated tax returns in a manner satisfactory to Purchasers; and (m) Minute books and stock records of Company.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall deliver or cause to be delivered to Buyer the followingBuyer: (i) a such general and specific bills of sale, endorsements, assignments, deeds and other good and sufficient xxxx instruments of sale for the Assetstransfer and conveyance, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that Seller and their respective counsel, as shall be effective to vest in Buyer all of the approvals right, title and consents specified interest of Seller in Sections 6.1(c) and 6.3(c) hereof have been obtained to the Assets, including, without limitation such bills of sale and are assignments as shall be necessary to vest in full force Buyer good title, free and effect; andclear of Liens, to the Assets and the Leases; (viiii) duly executed instruments of assignment and assumption for each Lease transferring to Buyer valid leasehold interest to each Leased Property, free and clear of all other documents and instruments required hereunder to Liens, except Permitted Encumbrances; (iii) originals or certified copies of all Leases; (iv) estoppel certificates executed by the landlord, for each of the Leases (except for the estoppel certificate for the Lease for the Outlet Store located in Manchester, Vermont which will be delivered by Seller to Buyer at the Closing; (bLandlord upon delivery of the guarantee by Designer Holdings, Inc., a Delaware corporation, of Buyer's obligations thereunder) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, substantially in substantially the form attached hereto as Exhibit CC or in such other form as shall be set forth in the applicable Lease and shall be reasonably satisfactory to Buyer (the "Estoppel Certificate"); (v) Subject to Section 7.1 of this Agreement, the written consent from the landlord for each Lease for each Leased Property to the assignment of such Lease to Buyer whose such consent is required under the terms of each Lease; (vi) the written consent from all parties other than Seller to each Contract being assigned to Buyer pursuant to this Agreement; (vii) a certification in form and substance reasonably satisfactory to Seller and Buyer, verified as true and signed and sworn to under penalties of perjury by which a duly authorized officer of Seller, certifying Seller's taxpayer identification numbers and that Seller is not a "foreign person" as that term is defined for purposes of the Foreign Investment in Real Property Tax Act, Code Section 1445, as amended, and the regulations promulgated thereunder; provided, however, that if Seller shall fail to deliver such certificate, the Closing shall nevertheless occur and Buyer shall assume --------- withhold from payments otherwise to be made to Seller such amounts as are required to be withheld under applicable laws; (viii) a certificate signed by a vice president or president of Seller that states that (A) all the Assumed Liabilities as representations and warranties of Seller set forth in Article V are true and correct in all material respects and (B) Seller has performed or complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to the date hereof; and (ix) all other documents, opinions, instruments and writings reasonably required by Buyer. (b) At the Closing, together with such other documentation reasonably requested by Buyer shall deliver to Seller to cause Buyer to assume or the Assumed Liabilitiesappropriate Person: (i) the Outlet Store Assets Payment; (ii) the Escrow Agreement executed by Buyer; andInventory Payment; (iii) all other documents and instruments required hereunder the payments to be delivered by Buyer to Seller at made on the ClosingClosing Date as specified in each of the Related Agreements; (civ) a certificate signed by a vice president or president of Buyer that states that (A) all the representations and warranties of Buyer in Article VI are true and correct in all material respects and (B) Buyer shall deposit the Escrow Amount has performed or complied in all material respects with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------agreements contained

Deliveries at the Closing. At The Closing shall be subject to delivery of the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer following items by each of the followingParties: (i) From VGI and/or QSC (as the case may be) to the Company: (A) Certificates representing the Equity Interests, duly endorsed in blank for transfer or accompanied by a good duly executed stock power in the form of stock power attached hereto as Exhibit 2(c)(i)-(A) through Exhibit 2(c)(i)-(C). (B) Immediately available funds equal to the Intercompany Advances and sufficient Closing Payment. (C) The Employee Releases and Employee Stock Powers. (D) The Related Redemption Agreement. (E) Copies of the releases and/or acknowledgements of assumption and transfer related to the Assumed Debts. (F) An original executed xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest Garden Grove Press in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"2(c)(i)-(F), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens;. (iiG) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment A copy of its Xxxxxxxx Agreement. (H) A duly executed copy of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 ScanSource Agreement. (I) An original certificate of the Seller Disclosure Schedule; ---- President of VGI certifying as to (iiiI) copies, certified by an authorized officer of Seller, of minutes or the resolutions of the board of directors and Parentshareholders of VGI, as sole stockholderduly adopted and in effect, which shall not have been rescinded or modifiedauthorize the execution, unconditionally authorizing the execution delivery and performance of this Agreement and the performance of the transactions contemplated hereby; , and (ivII) copies, certified by an authorized officer of Parent, of minutes or resolutions the names and signatures of the board officers of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of VGI authorized to sign this Agreement and the performance of the transactions contemplated hereby;documents to be delivered hereunder (vJ) the Escrow AgreementSuch other customary instruments of transfer, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement")assumption, executed by each of --------- ---------------- Seller and Parent; (vi) documents filings or documents, in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; andCompany, as may be required to give effect to this Agreement. (viiii) all other documents and instruments required hereunder From the Company Parties to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the followingVGI: (iA) an instrument of assumption of liabilitiesA Certificate representing the QSC Shares, duly endorsed in substantially blank for transfer or accompanied by a duly executed stock power in the form of stock power attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------3(c)(ii)-(A).

Deliveries at the Closing. At or before Closing, in addition to any action to be taken and to any other document to be executed or delivered pursuant to this Agreement or by law, the Closing: -------------------------following actions shall be taken or the following documents shall be executed or delivered: (A) Actions of Sellers: (a) Seller and/or Parent Sellers shall have performed and complied in all material respects with all agreements, covenants (including without limitation those set forth under Sections 3.3 and 5 hereof) and conditions on their part required to be performed or complied with prior to or on the Closing Date. (b) Sellers shall have delivered to Buyers an unaudited balance sheet and income statement as of 30 June 2010 or such later month-end for which such financial statements are available in accordance with Provel’s normal practices (collectively, the “Interim Financial Statements”), prepared in accordance with the Accounting Principles on a basis consistent with the Reference Date Balance Sheet and the Year 2009 Consolidated Statement of Income. (c) Sellers shall execute the Deed of Transfer in front of the Notary Public. (d) Sellers shall cause 3D Italy to be properly registered in the Companies’ Register of Turin and in the Quotaholders’ ledger of Provel, if applicable pursuant to Provel’s by-laws, as owner of the Provel Quotas; (e) Sellers shall deliver (x) regular and valid (and with no cost to Provel or to Buyers) written resignations (substantially in the form approved by the Buyers), effective from the Closing Date, of all directors, statutory auditors or Quotaholders with respect to the affairs of Provel, permanent and alternate, whereby such directors, statutory auditors or other person will validly and fully waive any claim of any kind whatsoever (for compensation for termination, loss of office, unpaid remuneration or otherwise) under any title whatsoever they may have against Provel; (y) copies of the minutes of the general quotaholders’ meeting of Provel validly held immediately prior to the Closing appointing such directors and statutory auditors as indicated by Buyers before the Closing Date and adopting new by-laws of Provel (“New By-laws”), a draft of which shall be provided by Buyers to Sellers before the Closing Date. Sellers shall cause Provel to validly hold a general quotaholders’ meeting appointing such directors and statutory auditors as shall be designated by Buyers on or before the Closing Date and adopting the New By-laws pursuant to the instructions of Buyers. (f) Sellers shall deliver certified copies of the resolutions of the relevant corporate body of Sellers, as applicable, authorizing Sellers to execute and perform their obligations as at the Closing Date under this Agreement and the transactions contemplated by this Agreement, as well as all other documents under this Agreement and the transactions contemplated by this Agreement requiring signature by Sellers. (g) Sellers shall deliver a copy of the Articles of Incorporation and By-laws or other appropriate charter documents of Provel as are currently in effect as of the Closing Date, hereby certifying to be a true and correct copy thereof. (h) Sellers shall deliver a Certificato di Vigenza, dated as of a date as close to the Closing Date as is reasonably practicable. (i) Sellers shall deliver to 3D Italy a duly executed lease of the Real Estate, substantially in the form approved by the Buyers (the “Lease.”) (j) Sellers shall have delivered to Buyers any regular and valid written consents, waivers, approvals, licenses and authorizations, governmental or otherwise, which are required to be obtained by Sellers or Provel, prior to the consummation of any of the transactions contemplated in this Agreement, whether pursuant to applicable laws, agreements, commitments or otherwise. (B) Actions of Buyers: (a) Buyers shall have performed and complied in all material respects with all agreements, covenants (including without limitation those set forth under Section 3.3 hereof) and conditions on their part required to be performed or complied with prior to or on the Closing Date. (b) 3D Italy shall execute the Deed of Transfer in front of the Notary Public. (c) 3D Italy shall deliver to the Sellers the Closing Date Consideration pursuant to Section 3.2 of this Agreement. (d) 3D Italy shall pay, or cause to be delivered paid, by the appropriate entities or Persons and in the appropriate manner any stamp, transfer or similar taxes or charges however levied by any Authority on the transfer of the Provel Quotas, to Buyer be incurred in relation to such transfer and the following:notarial fees relating thereto. (ie) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment Buyers shall deliver certified copies of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board relevant corporate body of directors Buyers authorizing them to execute and Parentperform their obligations as at the Closing Date under this Agreement, as sole stockholderapplicable, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) well as all other documents and instruments required hereunder to be delivered under this Agreement requiring signature by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Buyers.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent Upon the terms and subject to the conditions of this Agreement, at the Closing, ASD shall deliver or cause to be delivered to Buyers or the applicable Designated Buyers, as applicable, the following (except to the extent delivered at or prior to the Closing to Buyers or a Designated Buyer the following:pursuant to a Local Purchase Agreement): (i) a good and sufficient xxxx of sale for stock certificates representing the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and B&K Companies Stock (to the Assets, free extent the B&K Companies have issued stock certificates) and clear of any and all Liens other than Permitted Liens, in substantially Directly Transferred Joint Venture Interests (to the form attached hereto as Exhibit A (extent the "Xxxx of Sale"Joint Ventures have issued certificates relating thereto), together with such assignments and --------- ------------ other documentation reasonably requested by, and stock powers executed in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liensblank; (ii) consentsa Deed for each Owned Real Property constituting a Purchased Asset, in substantially duly executed by the form attached hereto appropriate Seller conveying to a Designated Buyer (as Exhibit B-1, to determined by the assignment of Americas Buyer or the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and ParentInternational buyer, as sole stockholderthe case may be) fee simple title to such owned Real Property subject to Permitted Encumbrances, which shall not have been rescinded or modifiedand an Assignment of Leases for each Leased Real Property that is a Purchased Asset in each case, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer the relevant Buyer, duly executed by the appropriate Seller; (iii) the certificate of ASD pursuant to Section 8.2(c) hereof; (iv) the Local Purchase Agreements duly executed and delivered by the applicable Sellers; (v) the Ancillary Agreements, duly executed by ASD or its counsel evidencing Subsidiaries (to the extent each is a party thereto); (vi) a non foreign person affidavit that complies with the approvals requirements of Section 1445 of the Code and consents specified in Sections 6.1(c) the Treasury Regulations thereunder, duly executed by each of the Sellers signed under penalty of perjury and 6.3(c) hereof have been obtained and are in full force and effectdated as of the Closing Date; and (vii) all duly executed Bills of Sale and such other instruments or documents and instruments required as the Buyers may reasonably request to evidence its purchase of the Purchased Assets hereunder or otherwise necessary to be delivered by Seller to Buyer at provide for the Closing;transactions contemplated hereby. (b) Buyer Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyers shall deliver or cause to be delivered to ASD or the applicable Seller, as applicable, the following (except to the extent delivered at or prior to the Closing to ASD or a Seller the following:pursuant to a Local Purchase Agreement): (i) an instrument duly executed assumption agreements and other instruments as ASD may reasonably request or as may be otherwise necessary in order to effect the assumption by the Designated Buyers of assumption (and the release of liabilitiesthe Sellers and their Affiliates from) the Assumed Liabilities, in substantially the form attached hereto as Exhibit CI, or otherwise reasonably required by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesASD in connection herewith; (ii) the Escrow Agreement executed Preliminary Purchase Price, by Buyer; andwire transfer of immediately available funds to an account or accounts designated by ASD prior to Closing; (iii) all other documents the Local Purchase Agreements, duly executed and instruments required hereunder to be delivered by the Americas Buyer to Seller at or International Buyer, as the Closingcase may be, or the applicable Designated Buyer party thereto; (civ) the Ancillary Agreements, duly executed and delivered by the Americas Buyer or International Buyer, as the case may be, or the applicable Designated Buyer party thereto; (v) the certificate of Buyers pursuant to Section 8.3(c) hereof; (vi) Each document of transfer or assumption referred to in this ARTICLE IV (or in any related definition set forth in ARTICLE I) that is not attached as an Exhibit to this Agreement shall deposit be in customary form (including with respect to the Escrow Amount with country to which it pertains) and shall be reasonably satisfactory in form and substance to the Escrow Agent in accordance with Article VIII parties thereto, but shall contain no representations, warranties, covenants and agreements other than those specifically contemplated by this Agreement and the Escrow Agreement. ------------Local Purchase Agreements.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) Seller and/or Parent , TVV shall deliver or cause the following items to be delivered to Buyer the followingBuyer: (i) a good counterpart of this Agreement, duly executed by the Company and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensTVV; (ii) consentsthe stock certificates representing the Stock and accompanied by an appropriate stock power, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----duly executed by TVV; (iii) copies, certified by an authorized officer resignations of Seller, of minutes or resolutions all directors and non-continuing officers of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyCompany; (iv) copiesthe consents listed on Schedule 2.3, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyduly executed; (v) an officer’s Certificate of the Escrow Company certifying as to (A) its Bylaws, as amended, (B) resolutions of each of the Company’s stockholders and board of directors authorizing the transactions contemplated by this Agreement, in substantially and (C) a good standing certificate issued as of a recent date by the form attached hereto as Exhibit D (Secretary of State of the "Escrow Agreement"), executed by each States of --------- ---------------- Seller Tennessee and ParentIndiana; (vi) documents the Hxxxxx Employment Agreement and the Wxxxxxxxxx Employment Agreement, duly executed by Hxxxxx and Kxxx Xxxxxxxxxx (“Wxxxxxxxxx”); (vii) the Escrow Agreement, duly executed by TVV; (viii) the Charter and all amendments thereto of the Company, duly certified as of a recent date by the Secretary of State of Tennessee; (ix) documentation satisfactory to the Buyer to release all Encumbrances (other than Permitted Encumbrances) on the Stock and the Company’s assets; and (x) An estoppel certificate and consent to assignment from the lessor under each Leased Real Property in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing;Buyer. (b) At the Closing, the Buyer shall deliver or cause the following items to be delivered to Seller the followingTVV: (i) an instrument of assumption of liabilitiesthe Hxxxxx Employment Agreement and the Wxxxxxxxxx Employment Agreement, in substantially duly executed by the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesCompany; (ii) the Escrow Agreement Agreement, duly executed by Buyerthe Buyer and the Escrow Agent; and (iii) all other documents an officer’s Certificate of the Buyer certifying as to (A) its Bylaws, as amended, (B) resolutions of the Buyer’s board of directors authorizing the transactions contemplated by this Agreement, and instruments required hereunder to be delivered (C) a good standing certificate issued by Buyer to Seller at the Secretary of State of the State of Nevada dated within five (5) Business Days of the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------.

Deliveries at the Closing. At the Closing: -------------------------: (a) Seller and/or Parent shall Sellers will deliver or cause to be delivered to Buyer the followingPurchaser: (i) a good and sufficient xxxx of sale for stock certificates representing the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the AssetsShares, free and clear of all Liens other than Permitted Liens;Encumbrances, duly endorsed for transfer (or accompanied by duly executed stock powers), with signatures guaranteed by a member of the Medallion Signatures Program, with any and all required stock transfer tax stamps affixed thereto, (ii) consentsa certificate, duly executed by or on behalf of Seller Representative and the Company, as to whether each condition specified in substantially the form attached hereto as Exhibit B-1Section 7.2(a), to the assignment of the contracts listed on Schedules 2.30 (b) and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----(m) has been satisfied, (iii) copiesa certificate of incorporation (or equivalent governing document) and good standing/existence of the Company and each of its Subsidiaries, (other than the Non-Acquired Entities) certified by an appropriate authority of the Governmental Authority issuing such certificate, each dated within five days of the Closing Date, (iv) a certificate of the secretary or an assistant secretary of the Company (A) certifying the names and signatures of the officers of the Company authorized officer to sign this Agreement and the other documents to be delivered under this Agreement, (B) attaching copies of Seller, of minutes or resolutions of adopted by the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally of the Company authorizing the execution execution, delivery and performance of this Agreement Agreement, the other Transaction Documents and the performance consummation of the transactions contemplated hereby; hereby and thereby, and (ivC) copies, certified by an authorized officer of Parent, of minutes attaching the by-laws (or resolutions equivalent governing document) of the board Company and each of directors, which shall not have been rescinded or modified, unconditionally authorizing its Subsidiaries (other than the execution of this Agreement and the performance of the transactions contemplated hereby;Non-Acquired Entities), (v) the Escrow Agreementresignation, in substantially effective as of the form attached hereto as Exhibit D Closing, of each of the directors and officers of the Company and its Subsidiaries (other than the "Escrow Agreement"Non-Acquired Entities), executed by each of --------- ---------------- Seller and Parent;provided, that notwithstanding any such resignation, Xx. Xxxx will remain authorized to sign any Income Tax Return for any period prior to the Closing Date, (vi) documents a certificate, duly executed by each Seller, conforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that each such Seller is not a “foreign person’ within the meaning of Section 1445 of the Code, in form and substance reasonably satisfactory to Buyer Purchaser, (vii) the Section 338(h)(10) Election Forms, duly executed by each Seller and, if applicable, such Seller’s spouse, (viii) the Escrow Agreement, duly executed by Seller Representative and the Escrow Agent, (ix) cancelled promissory notes, releases or other evidence reasonably satisfactory to Purchaser that the Sellers have paid off in full all Funded Indebtedness (as defined in Section 3.4(c)) of the Company, together with executed UCC Termination Statements and mortgage releases (or other releases reasonably satisfactory to Purchaser) to evidence the release of any and all Encumbrances (other than Permitted Encumbrances) for Indebtedness on any and all assets owned by the Company and its counsel evidencing Subsidiaries, (x) all books and records of the Company, wherever located, and of any nature whatsoever, in accordance with and pursuant to Section 11.1 (except for organizational books and records of the Company and its Subsidiaries, that will be delivered at the approvals Closing), (xi) a copy of the Virco West Agreement executed on behalf of the Company and the Sellers, (xii) a copy of the Little Muskingum Redemption Agreement executed by Little Muskingum Drilling, LLC, the Company, Xxxx Xxxxxxxx and his Affiliates, (xiii) a copy of the Virco Realty Property Agreement, executed by Virco Realty, LLC and the Company, and (xiv) such other documents and instruments as Purchaser may reasonably request in such form and substance as reasonably satisfactory to Purchaser and its counsel, including spousal community property consents from the spouses of any Sellers who reside in a community property state. (b) Purchaser will deliver to Seller Representative: (i) the Closing Cash Purchase Amount pursuant to Section 2.2(a), (ii) the Depositary Share Consideration pursuant to Section 2.2(a), (iii) a certificate, duly executed on behalf of Purchaser, as to whether each condition specified in Sections 6.1(cSection 7.1(a) and 6.3(c(b) hereof have has been obtained satisfied, (iv) a certificate of incorporation (or equivalent governing document) and are in full force good standing/existence of MHR and effect; Purchaser certified by an appropriate authority of the Governmental Authority issuing such certificate, each dated within five days of the Closing Date, (v) A certificate of the secretary or an assistant secretary of each of Purchaser and MHR (A) certifying the names and signatures of the officers of Purchaser and MHR authorized to sign this Agreement and the other documents to be delivered under this Agreement, (B) attaching copies of resolutions adopted by the board of directors of each of Purchaser and MHR authorizing the execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (C) attaching the by-laws (or equivalent governing document) of each of Purchaser and MHR, (vi) the Escrow Agreement, duly executed on behalf of Purchaser, MHR and the Escrow Agent, and (vii) all such other documents and instruments required hereunder to be delivered by as Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered Representative may reasonably request in such form and substance as reasonably satisfactory to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents Representative and instruments required hereunder to be delivered by Buyer to Seller at the Closing;its counsel. (c) Buyer shall deposit the Escrow Amount with MHR will deliver to the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Deposit pursuant to Section 2.2(c). (d) The Company will distribute the GreenHunter Consideration to the Sellers.

Deliveries at the Closing. At the Closing: -------------------------: (a) Seller and/or Parent shall deliver deliver, or cause to be delivered delivered, to the Buyer the following: (i) intentionally omitted; (ii) a Secretary's certificate, in the form of Exhibit J to the Sable Agreement, duly executed on Parent's behalf; (iii) executed counterparts of the approvals and consents referred to in Section 7.02(b); (iv) executed counterparts of the waiver and consent referred to in Section 7.01(c); (v) the Value Assurance Agreement executed by Parent; and (vi) such other documents, instruments and certificates as Buyer may reasonably request in connection with the transactions contemplated by this Agreement. (b) Seller shall deliver, or cause to be delivered, to Buyer the following: (i) a good and sufficient xxxx of sale for certificates representing the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted LiensSubordinated Units, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), each case endorsed in blank or together with such assignments and --------- ------------ other documentation reasonably requested byduly executed transfer powers, a Transfer Application (as defined in the Company Partnership Agreement) for each of the Buyer Subordinated Units, and an acknowledgement of Newco LP or other written evidence, in form and substance reasonably satisfactory toto Buyer, that Buyer to validly vest Buyer has been admitted as a substitute limited partner of the Company with all of Seller's and Affiliate's right, title and interest in or respect to the Assets, free Buyer Subordinated Units in accordance with the terms of the Company Partnership Agreement and clear that such admission has been reflected on the books and records of all Liens other than Permitted Liensthe Company; (ii) consents, in substantially a receipt for the form attached hereto as Exhibit B-1, to the assignment payment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Purchase Price received by Seller; (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyintentionally omitted; (iv) copiesa secretary's certificate, certified by an authorized officer in the form of ParentExhibit J to the Sable Agreement, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby;duly executed on Seller's behalf. (vc) the Escrow AgreementRodeo, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement")Inc. shall deliver, executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered delivered, to Seller Buyer the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilitiesintentionally omitted; (ii) a secretary's certificate, in the Escrow form of Exhibit J to the Sable Agreement, duly executed on Rodeo, Inc.'s behalf; (iii) executed counterparts of the approvals and consents referred to in Section 7.02(b); (iv) executed counterparts of the waiver and consent referred to in Section 7.01(c); (v) the Newco LP Partnership Agreement and the Newco GP LLC Operating Agreement, executed by Rodeo, Inc. and the Other Members; (vi) the Registration Rights Agreement executed by the Company, Rodeo, Inc., and the Other Members; (vii) an executed copy of each of the Newco GP LLC Certificate, the Initial Newco GP LLC Agreement, the Newco LP Certificate and the Initial Newco LP Agreement, each as in effect as of the Closing Date; (viii) documents reasonably acceptable to Buyer evidencing the transfer of (A) the LLC Incentive Distribution Rights from Rodeo, Inc. to Newco GP LLC, (B) the LLC Incentive Distribution Rights from Newco GP LLC to Newco LP, and (C) the GP Interest, the Operating Partnerships GP Interests and the LP Incentive Distribution Rights from Rodeo, Inc. to Newco LP; and (ix) such other documents, instruments and certificates as the Buyer may reasonably request in connection with the transactions contemplated by this Agreement. (d) The Buyer, as applicable, shall deliver, or cause to be delivered, the following: (i) the Purchase Price to Seller with the cash portion being paid in federal or other immediately available funds by wire transfer in accordance with Section 2.02; (ii) intentionally omitted; (iii) to Rodeo, Inc., the Newco LP Partnership Agreement and the Newco GP LLC Operating Agreement, executed by Buyer; (iv) to Parent and Rodeo, Inc., the Registration Rights Agreement executed by Buyer; (v) to Parent, the Value Assurance Agreement executed by Buyer; and (iiivi) all other documents to Newco GP LLC and instruments required hereunder to be delivered by Buyer to Seller at Newco LP, as the Closing; (c) Buyer shall deposit case may be, Buyer's initial capital contribution under the Escrow Amount with the Escrow Agent in accordance with Article VIII Newco GP LLC Operating Agreement and the Escrow Agreement. ------------Newco LP Partnership Agreement for Buyer Newco GP LLC Interest, and Buyer Newco LP Interest.

Deliveries at the Closing. At the Closing: -------------------------: (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the followingBuyer: (i) a good duly executed general assignment and sufficient xxxx bxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A “C” (the "Xxxx “Bxxx of Sale"”) from itself and each of its Subsidiaries, as the case may be (including a Bxxx of Sale and related documentation from Dynamic to 0811456 B.C. Ltd. (“Subco”), together with a subsidiary of Buyer) and such deeds, assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all instruments of Seller's and Affiliate's right, title and interest in or transfer relating to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents Acquired Assets in form and substance reasonably satisfactory to Buyer and its counsel evidencing counsel; (ii) the duly executed assignment and assumption agreement in the form attached hereto as Exhibit “D” (the “Assumption Agreement”) with Buyer or Subco, as applicable, together with an Assumption Agreement from Western to the Buyer re the Western Warranties (iii) the various agreements, certificates and other documents and instruments referred to in Section 7.1; (iv) Copies of a certificate of status confirming the incorporation of Seller certified as of a recent date by the Registrar of Companies for the Province of Alberta; (v) Certificate of good standing of Seller issued as of a recent date by the Registrar of Companies for the Provinces of Alberta, British Columbia and Saskatchewan, respectively as applicable; (vi) Certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (a) no amendments to the Memorandum or Articles of Seller since November 1, 2007 (except to the extent of the amalgamation, if undertaken, contemplated by Section 6.19 hereof, and including particulars of any such amalgamation); (b) the resolutions of the Board of Directors of Seller and the Subsidiaries authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (c) incumbency and signatures of the officers of Seller executing this Agreement and any documents required hereunder; (vii) All consents, waivers or approvals obtained by Seller with respect to the consummation of the transactions contemplated by this Agreement; (viii) The employment agreement between Rxxxxx Axxxx and the Buyer in the form attached hereto as Exhibit “E” (the “Employment Agreement”); (ix) The noncompetition agreements executed by Rxxxxx Adria, Bxxxx Holterhus, the Seller, the Shareholder and each of the three plant managers referenced in Schedule 2.2(a)(ix) in the forms attached hereto as Exhibit “F” (the “Noncompetition Agreements”); (x) With respect to the Leased Real Property, a consent and estoppel certificate from each landlord confirming that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are respective lease for Leased Real Property held by Seller continues in full force and effecteffect and that the landlord is not aware of any default thereunder by Seller, and consenting to the assignment of the lease to the Buyer; (xi) Assignment and assumption agreements regarding each lease of Leased Real Property assigning to Buyer all of Seller’s (or the Subsidiary’s, as the case may be) right, title and interest in, to and under each lease of Leased Real Property; (xii) Certified copy of a special resolution of the shareholders of Seller (and of each Subsidiary and Western as applicable) approving the sale of all or substantially all of the assets of the Seller (or the Subsidiary or Western) pursuant to this Agreement; (xiii) Transfers and deeds of conveyance transferring to Buyer title in fee simple to all Owned Real Property; (xiv) An opinion of Canadian counsel to Seller regarding this Agreement and the closing documents with respect to capacity, authority, execution and enforceability in such reasonable form and content as approved by Buyer, acting reasonably; (xv) possession of the Acquired Assets to the extent in the possession of Seller as of the Closing (products in shipment, consignment inventory, work in process at remote sites and other such items will come into the possession of Buyer in the ordinary course of business) and the books and records of Western pertaining to the Western Warranties; (xvi) if not previously delivered to Buyer, the original Contracts and Permits to the extent in the possession of Seller; (xvii) resolutions of the shareholders and Directors of Seller and the Subsidiaries, as applicable, to change their respective names to names which do not include nor could be confusing with any name included in the Acquired Assets, and including all filings of articles and related documentation to permit full activation of such changes with the respective Registrars of Companies in Alberta, British Columbia and Saskatchewan and any other jurisdiction in which Seller or such Subsidiary has carried on the Business; (xviii) written consent of Seller and the Subsidiaries to the use by Buyer of the name “SRI” and the names and trade names of the Subsidiaries as a corporate name or trade name (or any variation thereof, such as “SRI”, “SRI Homes”, etc.); (xix) written consents to the transfer of certain of the Material Contracts from third parties from whom such consent is required pursuant to the terms of the Material Contracts; (xx) such instruments of transfer, assignments, notifications and other documentation necessary or desirable for Seller to transfer to Buyer the Permits or to assist Buyer in obtaining issuances of all necessary Permits, subject always to the assumption by Buyer of the Permits and/or issuance of the Permits, including, without limitation, payment by Buyer of all applicable application fees and/or other charges related to the transfer of the Permits and/or the issuance of the Permits for periods commencing on or after the Closing Date, as applicable; (xxi) as applicable, a certificate from the Commissioner of Social Service Tax, pursuant to s. 99 of the Social Service Tax Act (British Columbia) (a “Tax Certificate”) and any comparable legislation under the laws of Alberta or Saskatchewan, confirming that all Social Service Tax remittances (or other Provincial sales taxes applicable) required to be paid by Seller in connection with the Business have been paid up to the date specified in such Tax Certificate; provided that if (i) a Tax Certificate is applied for by Seller’s counsel and not received by the Closing Date, and (ii) Buyer has not received any form of notice of non-payment by Seller with respect to any Social Service Tax remittances, then Buyer, in lieu of a Tax Certificate, shall accept from Seller reasonable proof of payment of all Social Service Tax remittances, with delivery of the Tax Certificate to follow after the Closing; (xxii) a statement of Closing adjustments, reflecting prorations, wages and salary payments and similar matters, if any, signed by Seller; (xxiii) the Escrow Agreement duly signed by Seller; (xxiv) the tax elections signed by Seller as contemplated by Section 1.10 of this Agreement; (xxv) social services tax and other sales tax remittance forms, as applicable, in respect of those portion of the Acquired Assets in respect of which such taxes are exigible, duly executed by the Seller or the Subsidiary, as the case may be; (xxvi) discharges of all Liens other than Permitted Liens duly executed by each Lien Holder in form suitable for registration at all applicable offices of public record; and (viixxvii) all such other documents bills of sale, deeds and instruments required hereunder and documents of conveyance and transfer, in form and substance reasonably satisfactory to Seller and its counsel and Buyer and its counsel, as shall be delivered by Seller necessary and effective to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement and to convey, transfer and assign to and vest in Buyer at good and marketable title in and to the Closing;Acquired Assets, subject to the provisions of this Agreement. (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument the Closing Payment; (ii) the Note, with the security contemplated by Exhibit “G”; (iii) a certificate of assumption the Secretary of liabilitiesBuyer, in substantially form and substance reasonably satisfactory to Seller and its counsel, regarding Buyer’s charter documents, good standing, all board and stockholder resolutions relating to the form attached hereto as Exhibit C, Transactions contemplated by which Buyer shall assume --------- this Agreement and the Assumed Liabilities as incumbency of Buyer’s officers/managers; (iv) the Closing, together with Assumption Agreement and such other documentation bills of sale and deeds with covenants of warranty, assignments, endorsements and other good and sufficient instruments and documents of conveyance and transfer, in form and substance reasonably requested by satisfactory to Seller and its counsel and Buyer and its counsel, as shall be necessary and effective to cause Buyer (or Subco in the case of Assumed Liabilities of Dynamic) to duly assume the Assumed Liabilities; (iiv) a certified copy of a resolution of the Board of Directors of the Parent approving the granting of the covenants of the Parent contained in this Agreement; (vi) certified copies of resolutions of the directors of Buyer approving the completion of the purchase of the Business and the Purchased Assets and the assumption of the Assumed Liabilities, and the execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by Buyer pursuant to this Agreement; (vii) an opinion of Canadian counsel to Buyer regarding this Agreement and the closing documents contemplated hereby with respect to capacity, authority, execution and enforceability in such form and content as approved by Seller acting reasonably; (viii) a statement of Closing adjustments signed by Buyer, if applicable; (ix) any applicable tax elections signed by Buyer as contemplated by Section 1.10 of this Agreement; (x) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered duly signed by Buyer to Seller at and the ClosingEscrow Agent; (cxi) Buyer shall deposit confirmation of payment of the Escrow Amount with Fund to the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Agent;

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent The Borrower shall deliver have duly delivered or cause caused to be delivered to Buyer the Administrative Agent, prior to or contemporaneously with the Closing, the following: (iA) a good The Notes payable to each respective Bank, along with each of the Security Instruments covering any Borrowing Base Oil and sufficient xxxx Gas Properties not already covered by valid and continuing Security Instruments in favor of sale for Administrative Agent, specifically including, but not limited to, the AssetsBorrowing Base Oil and Gas Properties owned by Subsidiary Borrower; provided, sellinghowever that so long as the KCS Production Payment remains in effect, delivering, transferring Borrower shall not be obligated to execute and assigning to Buyer all deliver any Security Instrument creating liens or security interests on any of Seller's the Borrowing Base Oil and Affiliate's right, title and interest in and Gas Properties to the Assetsextent that the creation of such lien and/or security interest is prohibited pursuant to the terms of the KSC Production Payment Documents without the prior consent of KCS Energy Services, free Inc., or its successors or assigns. (B) Transfer Order Letters applicable to the production of oil and clear gas from any Borrowing Base Oil and Gas Properties for which Transfer Order letters have not previously been delivered to the Administrative Agent, specifically including, but not limited to, the Borrowing Base Oil and Gas Properties owned by Subsidiary Borrower; (C) The results of a Uniform Commercial Code search showing all financing statements and other documents or instruments on file against the Borrower in the Offices of the Secretaries of State of the State of Texas, the State of Delaware, the State of Louisiana and each State in which any of the Borrowing Base Oil and all Liens Gas Properties are located or deemed to be located, and the counties and/or parishes in which the Borrower maintains its principal place of business and in which any of the Borrowing Base Oil and Gas Properties are located, such search to be as of a date no more than ten (10) days prior to the date of Closing. (D) A certified (as of the date of the Closing) copy of resolutions of each Borrower's Board of Directors authorizing the execution, delivery, and performance of this Agreement, the Notes, and each other than Permitted Liensdocument to be delivered pursuant hereto; (E) A certificate (dated the date of the Closing) of each Borrower's corporate secretary as to the incumbency and signatures of the officers of the Borrower signing this Agreement, the Notes, and each other document to be delivered pursuant hereto; (F) A copy, certified as of the most recent date practicable by the Secretary of State of the state in substantially which each Borrower is incorporated, of the form attached hereto as Exhibit A (the "Xxxx Borrower's certificate of Sale")incorporation, together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all a certificate (dated the date of Sellerthe Closing) of the Borrower's and Affiliate's right, title and interest in or corporate secretary to the Assets, free and clear effect that such certificate of all Liens other than Permitted Liensincorporation has not been amended since the date of the aforesaid certification; (iiG) consentsCertificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State of each state in substantially which the form attached hereto Borrower is qualified as Exhibit B-1a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the assignment good standing of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyBorrower; (ivH) copiesA Compliance Certificate, certified by an authorized officer of Parent, of minutes or resolutions dated the date of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyClosing; (vI) Payment of the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each Administrative Agent's attorneys' fees upon receipt of --------- ---------------- Seller and Parenta reasonably detailed invoice pursuant to Section 5.12 hereof; (viJ) documents A legal opinion or opinions of outside counsel to the Borrower, addressed to Administrative Agent, the Banks, the Arranger and the LC Issuer, in form and substance reasonably satisfactory to Buyer and the Administrative Agent, covering, among other matters reasonably requested by Administrative Agent or its counsel evidencing that counsel, the approvals and consents specified matters addressed in Sections 6.1(c) 4.01, 4.02, 4.03, 4.14, 4.17, 4.20 and 6.3(c) hereof have been obtained and are in full force and effect4.21 hereof; and (viiK) all other documents Evidence satisfactory to Administrative Agent, the Banks, the Arranger, and instruments required hereunder the LC Issuer, in their respective sole and absolute discretion, establishing that the transactions contemplated by the Merger Agreement that are to be delivered by Seller to Buyer occur at the "Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as " of the ClosingMerger Agreement, together with such other documentation reasonably requested as defined therein, including but not limited to the various transactions contemplated by Seller each of the Transaction Documents that are to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller occur at the "Closing; (c) Buyer shall deposit " of the Escrow Amount Merger Agreement, are being and will be unconditionally consummated contemporaneously with the Escrow Closing of this Agreement resulting in, among other things, Subsidiary Borrower having become a wholly-owned Subsidiary of Parent Borrower, and that such Closing has occurred or will occur without Parent Borrower having waived any of the conditions to its obligations to close the Merger Agreement set forth in Section 6.1 thereof, or any of the conditions to closing of any of the Transaction Documents, unless Administrative Agent in accordance with Article VIII and the Escrow Agreement. ------------has given its prior or contemporaneous written consent to any such waiver by Parent Borrower.

Deliveries at the Closing. 4.1. Deliveries to the Buyer by the Seller. At the Closing: -------------------------, ------------------------------------- the Seller will deliver to the Buyer: (a) Against receipt of the Wire Transfer or Certified Check, the Seller and/or Parent shall will deliver or cause to be delivered to the Buyer the following:certificates for one hundred percent (100%) of the Company Shares, all in accordance with the requirements of Section 2.1 hereof, which certificates will be duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; (b) A certificate, in form and substance reasonably acceptable to the Buyer, executed by the President of the Company, and attested to by the Secretary of the Company, dated as of the Closing Date, and certifying that: (i) attached thereto is a good true and sufficient xxxx complete copy of sale for the AssetsBy-laws of the Company in effect as of the Closing Date; and (ii) attached thereto is a true and complete copy of the Articles of Incorporation of the Company, sellingas amended and in effect as of the Closing Date; (c) A certificate, deliveringin form and substance reasonably acceptable to the Buyer, transferring executed by the Seller, dated as of the Closing Date, certifying as to the accuracy of the Company's and assigning to Buyer the Seller's representations and warranties at and as of the Closing; (d) Resignations of all of the directors and officers of the Company, in their capacity as directors, officers and employees, with the exception of Seller; (e) A schedule in the form attached hereto as Schedule 4.1(e) of the location of all of the Company's contracts, books, records, and Affiliate's right, title and interest in and other data relating to the AssetsCompany's operations, free including the Company's minutes and clear stock books; (f) Copies of any all of Company's employment agreements; (g) The employment agreement between the Company and all Liens other than Permitted Liensthe Seller, in substantially the form attached hereto as Exhibit A 4.1(g) executed by Seller (the "Xxxx of SaleX. Xxxxxxx Employment Agreement"), together with such assignments ; (h) Control over all assets of the Company and --------- ------------ other documentation reasonably requested by, and its subsidiaries including cash held in form and substance reasonably satisfactory to, Buyer the Company's or its subsidiaries' name or owned by Company or its subsidiaries as of the Closing; (i) Any schedules that are to validly vest Buyer with all be updated as of the Closing Date; (j) An opinion of Seller's and Affiliate's right, title and interest counsel in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- 4.1 (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyj); (ivk) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement The Release between Xxxxx Xxxxxxx and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, Company in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------4.1

Deliveries at the Closing. At the Closing: -------------------------, in addition to the other actions contemplated elsewhere herein: (a) Seller and/or Parent shall deliver deliver, or cause to be delivered delivered, to Buyer the following: (i) a good and sufficient xxxx of sale for the AssetsLicense Agreement, selling, delivering, transferring and assigning to Buyer all of duly executed by Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consentsthe Xxxx of Sale, in substantially the form attached hereto as Exhibit B-1Assignment and Assumption Agreement, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Scheduleduly executed by Seller; ----[***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION CONFIDENTIAL TREATMENT REQUESTED BY DIGIRAD CORPORATION (iii) copiesthe Service Contracts, certified duly executed by an authorized officer Seller; (iv) copies of Seller, of minutes or the resolutions of the board Board of directors Directors of Digirad Corporation and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally DIS authorizing the execution execution, delivery and performance of this Agreement and the performance of other agreements and instruments referred to herein; (v) pink slips for [***] vans (which shall be provided after the Closing as soon as they are available); (vi) those closing deliverables set forth in Section 7.1; and (vii) such other documents and instruments as Buyer may reasonably request to effectuate or evidence the transactions contemplated herebyby this Agreement. (b) Buyer shall deliver, or shall cause to be delivered, to Seller the items described below: (i) the License Agreement, duly executed by Buyer; (ii) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by Buyer; (iii) the Service Contracts, duly executed by Buyer; (iv) copiesthe Notes, certified duly executed by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyBuyer; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each Security Agreement of --------- ---------------- Seller and Parenteven date herewith; (vi) documents the cash portion of the Purchase Price to DIS in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectcash or immediately available funds; and (vii) all such other documents and instruments required hereunder as Seller may reasonably request to be delivered effectuate or evidence the transactions contemplated by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow this Agreement. ------------.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent In addition to the other requirements set forth herein, at the Closing, Cox TMI shall deliver deliver, or cause to be delivered delivered, to Buyer Gulliver Media and Company the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"certificate contemplated by Section 6.2(c), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liensduly executed by Cox TMI; (ii) consentscertificates evidencing the good standing of Cox TMI, CCI and each Travel Channel Entity in substantially the form attached hereto their respective jurisdictions of organization as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----a recent date; (iii) copies, certified by an authorized officer of Seller, of minutes any required transfer Tax Returns or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyforms; (iv) copies, certified by an authorized officer affidavits meeting the requirements of Parent, of minutes or resolutions Section 1445(b) of the board of directorsCode, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyduly executed by Cox TMI; (v) the Escrow LLC Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), duly executed by each of --------- ---------------- Seller Cox TMI and ParentCCI; (vi) documents in form the Tax Matters Agreement, duly executed by Cox TMI and substance reasonably satisfactory to Buyer CCI; (vii) the Lease Guaranty and its counsel evidencing that the approvals Lease Contribution Agreement, duly executed by CCI; (viii) the Equity Contribution Agreement, duly executed by Cox TMI and consents specified in Sections 6.1(cCompany; (ix) and 6.3(c) hereof have been obtained and are in full force and effectthe CCI Indemnity Agreement or the Subsequent Financing CCI Indemnity Agreement, as applicable, duly executed by CCI; and (viix) all other certificates, documents and instruments required hereunder that are reasonably requested by Gulliver Media in connection with completing the Transactions (it being understood and agreed that whether there is sufficient time to deliver any such certificate, document or instrument shall be delivered by Seller to Buyer at the Closing;taken into account when determining whether any such request is reasonable). (b) Buyer In addition to the other requirements set forth herein, at the Closing, Gulliver Media shall deliver deliver, or cause to be delivered delivered, to Seller Cox TMI and Company the following: (i) an instrument the certificate contemplated by Section 6.3(c), duly executed by Gulliver Media; (ii) certificates evidencing the good standing of assumption Gulliver Media and SNI in their respective jurisdictions of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities organization as of a recent date; (iii) the LLC Agreement, duly executed by Gulliver Media and SNI; (iv) the Tax Matters Agreement, duly executed by Gulliver Media and SNI; (v) the Lease Guaranty and the Lease Contribution Agreement, duly executed by SNI; (vi) the CCI Indemnity Agreement or the Subsequent Financing CCI Indemnity Agreement, as applicable, duly executed by SNI; (vii) the Financing Guaranty or the Subsequent Financing Guaranty, as applicable, duly executed by SNI; and (viii) all other certificates, documents and instruments that are reasonably requested by Cox TMI in connection with completing the Transactions (it being understood and agreed that whether there is sufficient time to deliver any such certificate, document or instrument shall be taken into account when determining whether any such request is reasonable). (c) In addition to the other requirements set forth herein, at the Closing, together with such SNI shall deliver to Cox TMI and Company the Partner Services Agreement in the form of Exhibit G attached hereto (the “Partner Services Agreement”), duly executed by SNI. (d) In addition to the other documentation reasonably requested requirements set forth herein, at the Closing, Company shall deliver to each of Cox TMI and Gulliver Media the following: (i) the Tax Matters Agreement, duly executed by Seller to cause Buyer to assume the Assumed LiabilitiesCompany and Company Sub; (ii) the Escrow Agreement Partner Services Agreement, duly executed by BuyerCompany Sub; (iii) the LLC Agreement, duly executed by Company; and (iiiiv) all other certificates, documents and instruments required hereunder that are reasonably requested by Cox TMI or Gulliver Media in connection with completing the Transactions (it being understood and agreed that whether there is sufficient time to deliver any such certificate, document or instrument shall be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------taken into account when determining whether any such request is reasonable).

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall deliver or cause to be delivered to Buyer Purchasers the following: (i) a good A certificate executed by Seller, dated as of the Closing Date, certifying in such detail as Purchasers may reasonably request that (A) subject to the matters disclosed in the Disclosure Memorandum, all representations and sufficient xxxx warranties of sale for Seller in this Agreement are true in all material respects as of the AssetsClosing Date, selling, delivering, transferring and assigning to Buyer (B) Seller has performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by the Seller prior to or on the Closing Date; (ii) A certificate of the Secretary or an Assistant Secretary of Seller's , dated as of the Closing Date, certifying in such detail as Purchasers may reasonably request (A) that attached thereto is a true and Affiliate's rightcomplete copy of resolutions adopted by the Board of Directors of Seller authorizing the execution, title delivery, and interest performance of this Agreement, the Xxxx of Sale and Assignment Agreement, and the Deeds, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (B) as to the Assetsincumbency and specimen signature of each officer of Seller executing this Agreement, free the Xxxx of Sale and clear Assignment Agreement, the Deeds, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of any Seller as to the incumbency and all Liens other than Permitted Lienssignature of the officer signing such certificate; (iii) The opinion of Xxxxxxxxxx Xxxxxxxx LLP, counsel to Seller, in substantially the form attached hereto as of Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyB hereto; (iv) copiesThe Xxxx of Sale and Assignment Agreement, certified duly executed by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebySeller; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D The Consents (the "Escrow Agreement"except with respect to any Excluded Restaurant), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory The Deeds (except with respect to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(cany Excluded Restaurant), duly executed by Seller; (vii) and 6.3(c) hereof have been obtained and are in full force and effectA Cross-Receipt, duly executed by Seller; and (viiviii) all Any other documents and instruments required hereunder that Purchasers may reasonably request prior to be delivered by Seller the Closing to Buyer at effectuate the Closing;transactions contemplated hereby. (b) Buyer At the Closing Purchasers shall deliver or cause to be delivered to Seller the following: (i) an A certificate executed by Purchasers, dated as of the Closing Date, certifying in such detail as Seller may reasonably request to the fulfillment of the conditions specified in Sections 7.3(a) and (b) hereof; (ii) A certificate of a manager (or in the case of WIGEL Partnership, a partner) of each Purchaser, dated as of the Closing Date, certifying in such detail as Seller may request (A) that attached thereto is a true and complete copy of resolutions adopted by the members of Purchasers authorizing the execution, delivery and performance of this Agreement, the Xxxx of Sale and Assignment Agreement, and the Note and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (B) as to the incumbency and specimen signature of each manager (or in the case of WIGEL Partnership, each partner) of a Purchaser executing this Agreement, and any certificate or instrument furnished pursuant hereto or to be furnished in connection herewith as of assumption the Closing Date, and a certification by another manager (or in the case of liabilitiesWIGEL Partnership, another partner) of each Purchaser as to the incumbency and signature of the officer signing such certificate; (iii) The funds constituting the cash portion of the Purchase Price; (iv) The Xxxx of Sale and Assignment Agreement, duly executed by Purchasers; (v) The opinion of Chopin, Xxxxxx & Yudenfreund, counsel to Purchasers, in substantially the form attached hereto as of Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesC hereto; (iivi) the Escrow Agreement A Cross-Receipt, duly executed by BuyerPurchasers; (vii) The Note, duly executed by Purchasers; and (iiiviii) all Any other documents and instruments required hereunder that Seller may reasonably request prior to be delivered by Buyer the Closing to Seller at effectuate the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------transactions contemplated hereby.

Deliveries at the Closing. At the Closing: -------------------------: (a) Seller and/or Parent shall will deliver or cause to be delivered to Buyer the followingBuyer: (i) a good A closing statement (the “Closing Statement”) computing the amount or listing of (v) the Purchase Price to be paid at the Closing (the “Closing Payment”), which shall be an amount equal to $48,300,000 as adjusted as provided for in Section 2.2(b), (w) the Closing Dividend, (x) the Reimbursement Amount, and sufficient xxxx of sale for (y) the AssetsSeller Assumed Liabilities. At least five (5) calendar days prior to the Closing, selling, delivering, transferring and assigning Seller shall deliver to Buyer all a copy of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens;Closing Statement. (ii) consentsCertificates representing the Shares, in substantially the form attached hereto as Exhibit B-1, duly endorsed (or accompanied by duly executed stock powers) for transfer to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Buyer. (iii) copies, certified A release in the form of Exhibit A executed by an authorized officer of Seller, of minutes or resolutions of the board of directors Seller and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby;Cardinal. (iv) copiesAn officer’s certificate, certified by an authorized officer substantially in the form of ParentExhibit B, of minutes or resolutions of duly executed on the board of directorsSeller’s behalf, which shall not have as to whether each condition specified in Sections 7.2(a)-7.2(c) has been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby;satisfied. (v) the Escrow AgreementAn officer’s certificate, substantially in substantially the form attached hereto of Exhibit I, duly executed on Cardinal’s behalf, as Exhibit D (the "Escrow Agreement"), executed by to whether each of --------- ---------------- Seller condition specified in Sections 7.2(a) and Parent;7.2(b) has been satisfied. (vi) documents A secretary’s certificate, substantially in the form of Exhibit C, duly executed on the Seller’s behalf. (vii) A non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation Section 1.1445-2(b) (2). (A) A legal opinion of the outside counsel listed in Section 10.4, in the form and substance as set forth in Exhibit F, addressed to Buyer and its counsel evidencing dated as of the Closing Date, and (B) a legal opinion of the office of the General Counsel of Cardinal in the form and substance as set forth in Exhibit K, addressed to Buyer and dated as of the Closing Date. (ix) All invoices received from Ernst & Young LLP relating to the preparation and delivery of the Financial Statements. (x) Letters of resignation from such officers and directors of the Company as may be designated by Buyer prior to the Closing, such resignation to be effective as of the Closing Date. (xi) A non-competition agreement (the “Non-competition Agreement”) in the form of Exhibit G, duly executed by Seller. (xii) Written confirmations from the radiologist groups specified on Schedule 7.2(m) of the Company Disclosure Schedule pursuant to which each such radiologist group confirms that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered agreements presented by Seller to Buyer at with respect to such radiologist group constitute all of the Closing;agreements and arrangements between such radiologist group and the Company and the Company Subsidiaries (collectively, the “Radiologist Estoppels”). (xiii) Evidence reasonably satisfactory to Buyer of the assumption of the Seller Assumed Liabilities and distribution of the Closing Dividend. (xiv) A transition services agreement, in form to be negotiated in good faith among the Parties, providing for transition services to support Seller’s continuing operation of the Discontinued Businesses for a reasonable period of time post-Closing to allow for a reasonable sale of the Discontinued Businesses to a third party and orderly integration in connection therewith (the “Transition Services Agreement”). (b) Buyer shall will deliver or cause to be delivered to Seller the followingSeller: (i) an instrument The Closing Payment (as it may be reduced pursuant to this paragraph) and the Reimbursement Amount. If there is any Indebtedness of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- Continuing Businesses outstanding at the Closing Date other than the Assumed Liabilities Indebtedness, and such Indebtedness is not disputed by Seller, the amount of such Indebtedness as indicated on the applicable payoff letter delivered pursuant to Section 7.2(k)(iii) shall be paid by wire transfer by Buyer directly to the applicable creditor in full satisfaction of such Indebtedness. After deducting any amounts paid to creditors pursuant to the immediately preceding sentence, the aggregate amount of the Closing, together with such other documentation reasonably requested Closing Payment and Reimbursement Amount shall be paid by Seller to cause Buyer to assume the Assumed Liabilities;Seller via wire transfer of immediately available funds to an account designated by Seller. (ii) An amount, via wire transfer of immediately available funds to an account designated by Seller, equal to 50% of the Escrow Agreement executed fees of Ernst & Young LLP incurred by Buyer; andthe Seller in connection with the preparation and delivery of the Financial Statements as reflected on the invoices delivered pursuant to Section 2.4(a)(ix). (iii) all other documents An officer’s certificate, substantially in the form of Exhibit D, duly executed on Buyer’s behalf, as to whether each condition specified in Sections 7.3(a) and instruments required hereunder to be delivered by Buyer 7.3(b) has been satisfied. (iv) A secretary’s certificate, substantially in the form of Exhibit E, duly executed on Buyer’s behalf. (v) A legal opinion of the outside counsel listed in Section 10.4 in the form and substance as set forth on Exhibit H, addressed to Seller at and dated as of the Closing;Closing Date. (cvi) Buyer shall deposit the Escrow Amount with the Escrow Agent A schedule of Transferred Employees in accordance with Article VIII and Section 6.4 at least five (5) days prior to the Escrow Closing. (vii) The Transition Services Agreement. ------------, duly executed by Buyer.

Deliveries at the Closing. At the Closing: -------------------------, in addition to the other actions contemplated elsewhere herein: (a) Seller and/or Parent Schafir shall deliver deliver, or shall cause to be delivered delivered, to Buyer Parent the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer certificates representing all of Seller's and Affiliate's rightthe Shares, title and interest duly endorsed for transfer or with stock powers affixed thereto, executed in and to the Assets, free and clear of any and all Liens other than Permitted Liens, blank in substantially the proper form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liensfor transfer; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment a duly executed counterpart of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Employee Option Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectA; and (viiiii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at a duly executed counterpart of the ClosingOption Agreement (Fortune/Kingston/Schafir), in substantially the form attached hereto as Exhibit B; (biv) Buyer shall deliver or cause to be delivered to Seller a duly executed counterpart of the following: Option Agreement (i) an instrument of assumption of liabilitiesFDI/Schafir), in substantially the form attached hereto as Exhibit C; (v) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement (relating tx Xxxxxr X. Xortune), in substantially the form attached hereto as Exhibxx X; (vi) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement (relating tx Xxxxxt X. Xingston), in substantially the form attached hereto as Exhixxx X; (vii) intentionally omitted; (viii) a duly executed counterpart of the Employment Agreements in substantially the form of that attached hereto as Exhibit G; (ix) such other documents and instruments as Parent may reasonably request to effectuate or evidence the transactions contemplated by which Buyer this Agreement. (b) Schafir shall assume --------- cause Company to, deliver to Parent the Assumed Liabilities following: (i) a copy of Company's Articles of Incorporation, certified as of a recent date by the ClosingSecretary of State of the State of Indiana and by the Secretary of Company, together with such other documentation reasonably requested and a copy of Company's By-laws certified by Seller the Secretary of Company, each including any and all amendments to cause Buyer to assume the Assumed Liabilitiesdate; (ii) a Certificate of Existence of a recent date for Company, certified by the Escrow Secretary of State of the State of Indiana; (iii) copies of the resolutions of the board of directors or corresponding governing body of Company authorizing the execution, delivery and performance of this Agreement and the other agreements and instruments referred to herein, certified as of the Closing Date by the Secretary or an Assistant Secretary of Company; (iv) the original corporate minute books and stock transfer and record books of Company as they exist on the Closing and such of its files, books and records as Parent may reasonably request; (v) such other documents and instruments as Parent may reasonably request to effectuate or evidence the transactions contemplated by this Agreement. (c) Parent shall deliver, or shall cause to be delivered, to Schafir the items described below: (i) certificates representing the FDI Stock, duly and validly issued in the names of Schafir and the key employees; (ii) a wire transfer of immediately available funds in the amount of $200,000.00 to the account specified by Schafir; (iii) a copy of the resolutions of the Board of Directors of Parent authorizing the execution, delivery and performance by Parent of this Agreement and the other agreements and instruments referred to herein, including but not limited to the appointment of Schafir as Chief Operating Officer of Parent, certified as of the Closing by the Secretary or an Assistant Secretary of Parent; (iv) a copy of the resolutions of the Board of Directors of Merger Sub authorizing the execution, delivery and performance of Merger Sub of this Agreement and the other agreements and instruments referred to herein; (v) a Certificate of Good Standing of a recent date for Parent, certified by the Secretary of State of the State of Delaware; (vi) a certificate of Good Standing of a recent date for Merger Sub, certified by the Secretary of State of the State of Indiana; (vii) a duly executed counterpart of the Employee Option Agreement, in substantially the form attached hereto as Exhibit A; (viii) a duly executed counterpart of the Option Agreement (Fortune/Kingston/Schafir), executed by Carter M. Fortune and Robert J. Kingston, in substantially the form atxxxxxx xxxxxx xx Exhibxx X; (xx) a duly executed counterpart of the Option Agreement (FDI/Schafir), in substantially the form attached hereto as Exhibit C; (x) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement executed by BuyerXxxxxx X. Xxrtune, in substantially the form attached hereto as Exhibix X; (xi) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement executed by Xxxxxx X. Xxngston, in substantially the form attached hereto as Exhibxx X; (xii) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement executed by Xxxxxx xx xxbstantially the form attached hereto as Exhibit F; (xiii) a duly executed counterpart of the Employment Agreements in substantially the form attached hereto as Exhibit G; and (iiixiv) all a duly executed counterpart of the Guaranty executed by John F. Fisbeck, in substantially the form attached hereto as Exhibit X; (xv) a duly executed counterpart of the Voting Agreement executed by John F. Fisbeck, Carter M. Fortune and Robert J. Kingston, in substantxxxxx xxx xxxx atxxxxxx xxxxxx xx Exhibxx X; xxx (xvi) such other documents and instruments required hereunder as Schafir may reasonably request to be delivered effectuate or evidence the transactions contemplated by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow this Agreement. ------------.

Deliveries at the Closing. At the Closing: -------------------------: (a) Seller and/or Parent Sellers, K.P. Properties, Purkrabek and Knust, and the Company, as appropriate, shall deliver or cause to be delivered to Buyer the followingBuyer: (i) a good certificates representing the Shares, duly endorsed or accompanied by stock powers duly executed in blank, and sufficient xxxx otherwise in form acceptable for transfer on the books of sale the Company and any documents that are necessary for the Assets, selling, delivering, transferring and assigning transfer to Buyer of good title to the Shares free of Encumbrances, with any requisite transfer tax or stamps attached or provided for; (ii) a copy of the Articles of Incorporation of the Company with all amendments thereto and a long form certificate of good standing for the State of Ohio and each state where the Company is qualified to do business as a foreign corporation, each of which shall be certified as of a date within 20 days prior to the Closing Date by the Secretary of State of the states of incorporation and qualification; (iii) a copy of the Regulations of the Company as amended through the time of the Closing, certified by the Secretary of the Company; (iv) a certified copy of corporate, trust-related and partnership resolutions and other proceedings taken by Sellers, the board of directors of the Company, K.P. Properties and the respective trusts, authorizing the execution, delivery and performance of this Agreement, the transactions contemplated hereby and all actions necessary or desirable hereunder; (v) a certificate signed by Sellers to the effect that all of Seller's the representations and Affiliate's rightwarranties of Sellers are true and correct in all material respects as of the Closing Date, title and interest that Sellers have performed all of the covenants to be performed by Sellers as of the Closing, except where any such breach or non-performance has been waived by Buyer; (vi) the opinion of Xxxxxxxx & Shohl LLP, counsel for Sellers and the Company, dated as of the Closing Date, in the form attached hereto as EXHIBIT 1.7(a)(vi); (vii) a certificate of incumbency of the officers of the Company as of the Closing; (viii) evidence of authority of the person executing the Agreement on behalf of K. P. Properties; (ix) the minute book and stock record book of the Company; (x) all books and records of the Company which have been requested by Buyer; (xi) the resignations of such members of the Board of Directors and officers of the Company as Buyer may request; (xii) a general warranty deed to the AssetsReal Property; (xiii) evidence of transfer of title, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or Encumbrances to the Assets, free and clear of all Liens other than Permitted Lienspersonal property listed on SCHEDULE 2.7 (c); (iixiv) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment [intentionally deleted] (xv) evidence of termination of any of the contracts leases between Purkrabek and Knust and the Company regarding the personal property listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- SCHEDULE 2.7 (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyc); (ivxvi) copies, certified by an authorized officer of Parent, of minutes or resolutions a termination of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement buy-sell/shareholder agreement between Sellers and the performance of the transactions contemplated herebyCompany dated November 2, 1987; (vxvii) immediately available funds in repayment in full of any debts, liabilities or expenses of K.P. Properties and Purkrabek and Knust due the Escrow AgreementCompany including but not limited to prorated rent, in substantially real property taxes and assessments, personal property taxes and any other prorated costs or liabilities with respect to the form attached hereto as Exhibit D (Real Property and the "Escrow Agreement"), executed by each of --------- ---------------- Seller and ParentPersonal Property; (vixviii) documents the executed lease for warehouse space located at 0000 Xxxx Xxxx, Xxxxxx, Ohio, in the form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectof Exhibit 1.7(a)(xviii); and (viixix) all other documents previously undelivered documents, instruments, and instruments writings required hereunder to be delivered by Seller to Buyer by Sellers at or prior to the Closing;Closing pursuant to this Agreement or otherwise required in connection herewith. (b) Buyer shall deliver or cause to be delivered to Seller the followingSellers and K.P. Properties, respectively: (i) immediately available funds in an instrument amount equal to the Base Consideration, less the sum of assumption (x) $500,000, for funding of liabilitiesthe Working Capital Escrow, (y) $500,000, for funding of the EBITDA Escrow and (z) $2,000,000, for funding of the Indemnification Escrow, payable to Sellers in accordance with their respective percentage ownership set forth in SECTION 1.2 hereof; (ii) certified copies of the resolutions of the Board of Directors of Buyer, authorizing the execution, delivery and performance of this Agreement and all actions necessary or desirable hereunder; (iii) a certificate signed by the President or a duly authorized Vice President of Buyer to the effect that all of the representations and warranties of Buyer are true and correct in all material respects as of the Closing and that Buyer has performed all of the covenants to be performed by Buyer as of the Closing, except where any such breach or non-performance has been waived by Sellers; (iv) the opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel for Buyer, dated as of the Closing Date, in substantially the form attached hereto as Exhibit CEXHIBIT 1.7(b)(iv); and (v) all other previously undelivered documents, instruments and writings required to be delivered to Sellers by which Buyer at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith. (c) Buyer shall assume --------- deliver to the Assumed Liabilities as Escrow Agent: (i) $500,000 in immediately available funds to be placed in the Working Capital Escrow; (ii) $500,000 in immediately available funds to be placed in the EBITDA Escrow; and (iii) $2,000,000 in immediately available funds to be placed in the Indemnification Escrow. (d) Buyer and Sellers shall execute and deliver to each other: (i) the escrow agreement in the form of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesEXHIBIT 1.7(d)(i); (ii) the Escrow Agreement executed by Buyertransition agreement of Xxxxx X. Xxxxxxxxx in the form of EXHIBIT 1.7(d)(ii) attached hereto; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing;transition agreement of Xxxxx X. Xxxxx in the form of EXHIBIT 1.7(d)(iii) attached hereto. (ce) Buyer The Company shall deposit deliver to K.P. Properties and Purkrabek and Knust, respectively: (i) title to the Escrow Amount vehicles listed on EXHIBIT 1.7(e)(i) attached hereto; and (ii) immediately available funds in payment of any amounts for prorated rent, real property taxes and assessments, personal property taxes and any other prorated costs or liabilities with respect to the Escrow Agent in accordance with Article VIII Real Property and the Escrow Agreement. ------------Personal Property; and

Deliveries at the Closing. At the Closing: ------------------------- , subject to the terms and conditions set forth herein, each party hereto shall deliver to the other party each of the documents, instruments, agreements, certificates and other evidences of satisfaction of conditions required to be delivered by such party as a condition to Closing pursuant to Article VII hereof. In addition to the foregoing, at the Closing (a) Seller and/or Parent shall deliver to Buyer one or more certificates or other instruments evidencing all of the Shares, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank, and any other documents that are necessary to transfer to Buyer or one of its Affiliates good, valid and marketable title to the Shares free and clear of all Encumbrances, (b) Seller and the Company shall deliver or cause to be delivered to Buyer satisfactory evidence of the following: resignation of any directors or officers of the Company as may be requested by Buyer, (ic) a good Seller and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning Company shall deliver to Buyer all of Seller's minute books and Affiliate's rightdeliver or make available to Buyer certificates, title corporate records and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment documents of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of Company, (d) Buyer shall pay to Seller the Seller Disclosure Schedule; ---- Cash Consideration, (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (be) Buyer shall deliver to Seller one or cause more certificates or other instruments issued by Parent in the name of Seller or its designee evidencing the Closing Shares and (f) Buyer shall deliver one or more certificates or other instruments issued by Parent in the name of Seller or its designee to the Escrow Agent evidencing the Escrow Shares. To the extent that a form of any document, instrument, agreement or certificate to be delivered hereunder is not attached as an exhibit hereto, such document, instrument, agreement or certificate shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------parties hereto.

Deliveries at the Closing. a. At or before the Closing, Seller shall discharge and extinguish in full, and present evidence thereof, all indebtedness (if any) owed: 1. by Seller or any affiliate thereof to DMAP, Holdings and DoseMe; and ​ 2. by DMAP, Holdings and DoseMe to Seller, or any affiliate thereof, other than amounts owing in the normal course of trading on arm’s length terms. b. At the Closing: ------------------------- (a) , Seller and/or Parent shall deliver deliver, or cause to be delivered delivered, to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and 1. documentation evidencing to the Assets, free and clear reasonable satisfaction of any and Buyer that all Liens (other than Permitted Liens, ) over the Shares have been discharged; 2. a duly executed and completed transfer in substantially favor of Xxxxx of the Shares in registrable form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments the relevant share certificate(s) (if any) or a deed of indemnity for missing share certificates in customary Australian forms; 3. a resolution of the board of directors of each of DMAP, Holdings and --------- ------------ other documentation reasonably requested byDoseMe resolving that, subject to and effective as of the Closing: (1) the persons notified in form writing by Xxxxx to Seller before the Closing to be appointed as directors, secretaries and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Lienspublic officers be appointed; (ii2) consentsthe resignation of any director, secretary or public officer notified in substantially writing by Xxxxx to Seller concurrently with the form attached hereto Closing as Exhibit B-1, required to resign be accepted; (3) banking authority be given to the assignment persons notified in writing by Xxxxx to Seller concurrently with the Closing, and all other banking authorities be revoked; (4) the registered office be changed to the address notified in writing by Xxxxx to Seller concurrently with the Closing; (5) all existing powers of attorney given by any Transaction Entity in favor of any resigning director, secretary or public officer be revoked; (6) in the case of DMAP only, DMAP approves the transfer of Shares to Buyer; and ​ (7) any director or secretary be authorized to give all notices required to be given to regulatory authorities in relation to matters described above; 4. the Australian Securities and Investments Commission corporate key for each of DMAP, Holdings and DoseMe (or confirmation from Seller that a replacement corporate key has been applied for by each of DMAP, Holdings and DoseMe); 5. the register of members for each of DMAP, Holdings and DoseMe; 6. a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 Internal Revenue Code of 1986, as amended (the “Code”) duly executed by Seller; 7. a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller Disclosure Schedule; ---- certifying as to (iiiA) copies, certified by an authorized officer of Seller, of minutes or the resolutions of the board of directors of Seller, duly adopted and Parent, as sole stockholderin effect, which shall not have been rescinded or modifiedauthorize the execution, unconditionally authorizing the execution delivery and performance of this Agreement and the performance of the transactions contemplated hereby; , and (ivB) copies, certified by an authorized officer of Parent, of minutes or resolutions the names and signatures of the board officers of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of Seller authorized to sign this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectbe delivered hereunder; and 8. all corporate books and records of the Transferred Entities (vii) all other documents to the extent that such books and instruments required hereunder to be delivered by Seller to Buyer records are not otherwise located at the Transferred Entities). c. At the Closing; (b) , Buyer shall deliver deliver, or cause to be delivered delivered, to Seller the following: (i) an instrument of assumption of liabilities1. the Estimated Closing Payment; 2. the Note, in substantially the form attached hereto as Exhibit C, duly executed by which Buyer shall assume --------- the Assumed Liabilities as Xxxxx; and 3. each of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities;following documents: (ii1) the Escrow Agreement US law pledge and security agreement between the Seller and Buyer (the “US Security Agreement”), duly executed by BuyerXxxxx; and (iii2) all other the Australian law specific security deed between the Seller and Buyer (the “AU Buyer Security Agreement” and, together with the US Security Agreement, the “Buyer Security Agreements”), duly executed by Xxxxx; and (3) each title document and blank transfer required to be provided by the Buyer to the Seller under any Buyer Security Agreement; and 4. a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance by Xxxxx of this Agreement and the transactions contemplated hereby and of the Buyer Security Agreements (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents and instruments required hereunder to be delivered by hereunder (including the Buyer to Seller at Security Agreements), and (C) customary security related matters. d. At the Closing; (c) Buyer shall deposit , beneficial ownership of and risk in the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Shares passes to Buyer.

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent Prior to or at the Closing, the Company shall deliver or cause to be have delivered to Buyer the followingfollowing documents: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities[intentionally omitted]; (ii) the Escrow Agreement executed by Buyerthe Holder Representative; (iii) the Paying Agent Agreement executed by the Holder Representative; (iv) a certificate of an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied; (v) executed copies of the Debt Payoff Letter (which shall be provided at least one (1) Business Day prior to the Closing Date and drafts of which shall have been provided not less than three (3) Business Days prior to the Closing Date); and (iiivi) all other documents and instruments required hereunder any Removal Documents actually obtained by the Company prior to be delivered by Buyer the Closing. (b) Prior to Seller or at the Closing, Xxxxx shall have delivered the following documents: (i) the Escrow Agreement executed by Xxxxx; (cii) the Paying Agent Agreement executed by Xxxxx; (iii) the A&R Buyer LLC Agreement executed by Xxxxx, the New Investors and any other members of Buyer necessary to cause the A&R Buyer LLC Agreement to become effective; (iv) the A&R Buyer Investors’ Rights Agreement executed by Xxxxx, the New Investors and any other members of Buyer necessary to cause the A&R Buyer LLC Agreement to become effective; (v) evidence reasonably acceptable to the Company of the admission of the Company Unitholders as members of Buyer and issuance of the Buyer Equity Closing Consideration to the Company Unitholders, it being agreed that either original unit certificates for the Buyer Class E-3 Units or a schedule to the A&R Buyer LLC Agreement showing the Company Unitholders as members of Buyer and owning the correct number of Buyer Class E-3 Units shall deposit constitute reasonable evidence; (vi) a certificate of an authorized officer of each of Buyer and Merger Sub, dated as of the Escrow Amount with Closing Date, to the Escrow Agent effect that the conditions specified in accordance with Article VIII Section 7.3(a), Section 7.3(b) and Section 7.3(c) have been satisfied; and (vii) an indemnification agreement in favor of the Escrow Agreement. ------------Company Board Designee, executed by Xxxxx, substantially in the form attached hereto as Exhibit J.

Deliveries at the Closing. At Subject to Section 11.1(b), at the Closing: -------------------------, 11.2.1 the Buyer shall pay to the Sellers the Closing Payment in cash at the Closing by wire transfer of immediately available funds in U.S. dollars in cash to a bank account specified in writing by the Sellers to the Buyer at least two (a2) Business Days prior to the Closing Date; 11.2.2 each Seller and/or Parent or other Seller Company, as applicable, shall duly execute and deliver or cause to be delivered to Buyer the followingBuyer: 11.2.3 the officer’s certificate referred to in Section 10.1.3; 11.2.4 one or more Special Warranty Deed(s) or Deed(s) Without Warranty for those owned real properties set forth on Schedule 11.2.2.2 in substantially the forms attached as Exhibit E (i) a good and sufficient xxxx of sale for the Assets“Deed(s)”), selling, delivering, transferring and assigning pursuant to Buyer all of Seller's and Affiliate's which each applicable Seller Company conveys its right, title and interest in and to the AssetsOwned Real Property to the Buyer or an assignee or designee of the Buyer to the extent permitted by Section 20.3; 11.2.4.1 one or more Bills of Sale, free Assignment, and clear of any and all Liens other than Permitted LiensAssumption Agreements, substantially in substantially the form attached hereto as Exhibit A F (the "“Xxxx of Sale", Assignment and Assumption Agreement(s)”), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer pursuant to validly vest Buyer with all of Seller's and Affiliate's which each applicable Seller Company conveys its right, title and interest in or and to the Assets, free and clear of all Liens Assets other than Permitted Liensthe Assets to be conveyed pursuant to any other conveyance document specified in this Section 11.2.2, and the Buyer assumes the Assumed Liabilities; 11.2.4.2 one or more Assignment and Assumption of Real Property Interests,, substantially in the form of Exhibit G (iithe “Real Property Interest Assignment and Assumption Agreement(s)”), pursuant to which each applicable Seller Company conveys its right, title and interest in and to certain Easements, real property leases and other real estate related rights, and the Buyer assumes certain Liabilities associated therewith; 11.2.4.3 one or more Memorandums of Assignment and Assumption of Real Property Interests, substantially in the form of Exhibit G-1 (the “Memorandum(s) consentsof Real Property Assignment and Assumption Agreement(s)”), for purposes of providing record notice of the transfers and assignments made pursuant to the Real Property Interest Assignment and Assumption Agreement(s); 11.2.4.4 an assignment of limited liability company interests in substantially the form attached hereto as Exhibit B-1H (the “Assignment of Limited Liability Company Interests”), pursuant to which BP Products conveys its rights, title and interests in and to the assignment Cogen Company Interests, and the Buyer accepts such rights, title and interests; 11.2.4.5 a certificate of non-foreign status from each Seller Company substantially in the form of Exhibit I (the “Certificate of Non-Foreign Status”); 11.2.4.6 a certificate (signed by an officer of each Seller Company) certifying to the adoption of resolutions by such Seller Company authorizing the due authorization of the contracts listed on Schedules 2.30 execution (only in the case of each Seller) and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution performance of this Agreement and the performance documents to be delivered pursuant hereto; 11.2.4.7 a certificate of good standing for BP Products, issued by the Secretary of State of the transactions contemplated herebyStates of Maryland and Texas, a certificate of good standing for BP Pipelines, issued by the Secretary of State of the States of Maine and Texas, a certificate of good standing for the Cogen Company issued by the Secretary of State of the States of Delaware and Texas, and a certificate of good standing for each Seller Company, issued by the Secretary of State of its state of formation and the State of Texas; 11.2.4.8 a certificate (iv) copies, certified attested by an authorized officer of Parent, of minutes or resolutions person of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing Cogen Company) as to the execution of this Agreement and the performance Organizational Documents of the transactions contemplated herebyCogen Company; (v) the Escrow Agreement11.2.4.9 a validly executed Texas Form 01-917, Statement of Occasional Sale for Refinery Assets; 11.2.4.10 a Transition Services Agreement in substantially the form attached hereto as of Exhibit D J (the "Escrow “Transition Services Agreement"”), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, 11.2.4.11 a Technology Agreement in substantially the form of Exhibit K (the “Technology Agreement”); 11.2.4.12 the Framework Interface Agreements between the Buyer and certain Affiliates of the Sellers in substantially the form set forth on Exhibit L (the “Framework Interface Agreements”); 11.2.4.13 the Accounting Services Agreement in substantially the form of Exhibit M (the “Accounting Services Agreement”); 11.2.4.14 a BP Trademark Sub-License and Brand Management Agreement in substantially the form of Exhibit N (the “BP Trademark Sub-License and Brand Management Agreement”); 11.2.4.15 a Fuel Station Services Agreement in substantially the form of Exhibit O (the “Fuel Station Services Agreement”); 11.2.4.16 a Jet Fuel Supply Confirmation in substantially the form of Exhibit P (the “Jet Fuel Supply Confirmation”) to confirm jet fuel transactions entered into by and between the parties pursuant to the LEAP Master Agreement for Purchasing and Selling Refined Petroleum Products and Crude Oils dated April 22, 2010 attached hereto as Exhibit C, by which Buyer shall assume --------- in Schedule 11.2.2.18 (the Assumed Liabilities “LEAP Master Agreement”) as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesEffective Time (or anytime thereafter); 11.2.4.17 an Ultra Low Sulfur Diesel Supply Confirmation in substantially the form of Exhibit P-1 (iithe “Ultra Low Sulfur Diesel Supply Confirmation”) to confirm ultra low sulfur diesel transactions entered into by and between the Escrow parties pursuant to the LEAP Master Agreement executed by Buyer; and as of the Effective Time (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closingor anytime thereafter); 11.2.4.18 a Terminal Storage and Handling Agreement in substantially the form of Exhibit Q (cthe “Terminal Storage and Handling Agreement”); 11.2.4.19 the Radio Tower Sharing Agreement; 11.2.4.20 a Product Sales Agreement in substantially the form of Exhibit R (the “Product Sales Agreement”); 11.2.4.21 a Florida Exchange Agreement in substantially the form of Exhibit S (the “Florida Exchange Agreement”); 11.2.4.22 the Amendment to the Exchange Agreement substantially in the form of Exhibit T (the “Amendment to the Exchange Agreement”) Buyer shall deposit amending the Escrow Amount with terms of the Escrow Agent existing Exchange Agreement (Buyer#2313 and Seller #341) between the Parties; 11.2.4.23 the Energy Management Agreement substantially in accordance with Article VIII and the Escrow form of Exhibit U (the “Energy Management Agreement. ------------”);

Deliveries at the Closing. 8.1 Deliveries by Seller at the Closing. At the Closing: -------------------------, Seller shall deliver, or cause to be delivered, to Purchaser the following items: (a) The officer’s certificates referred to in Sections 6.2(a) and (b). (b) The duly executed Seller and/or Parent shall deliver Ancillary Documents referred to in Section 6.2(e), each dated the Closing Date and in form and substance reasonably satisfactory to counsel to Purchaser. (c) The tax certificates referred to in Section 6.2(g). (d) Duly executed assignments of the U.S. trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. trademark office, and general assignments of all other Purchased Intellectual Property. (e) Certificates of the Secretary or cause an Assistant Secretary of Seller, dated the Closing Date, (A) as to the incumbency and signatures of the officers or representatives of Seller executing this Agreement and each of the Seller Ancillary Documents to which it is a party and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary, and (B) certifying attached resolutions of the Board of Directors of Seller which authorize and approve the execution, delivery and performance of this Agreement and each of the Seller Ancillary Documents to Buyer which Seller is a party and the following:consummation of the transactions contemplated hereby and thereby. (if) a good Duly executed and sufficient xxxx of sale for the Assetsacknowledged assignments, selling, deliveringin form and substance reasonably acceptable to Purchaser, transferring and assigning to Buyer Purchaser all of Seller's and Affiliate's ’s right, title and interest in and to the Assets, free and clear Real Property Leases. (g) Fully executed originals of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale")each Real Property Lease, together with such all amendments, extensions, assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens;memoranda thereof. (iih) consents, The consents to assignment set forth in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"Section 6.2(d), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following:. (i) The duly executed Registration Rights Agreement. (j) Cash in the amount of $2,500,000, representing the cash component of the Purchased Assets; provided, however, that Seller shall retain $300,000 (the “Additional Payroll Amount”) of such sum for the purpose of paying payroll and payroll taxes applicable to the Transferred Employees through and including January 31, 2003 (the “Additional Payroll”), and that within seven (7) days of such date Seller shall submit to Purchaser a statement setting forth the actual payroll amounts paid to, and payroll taxes paid on behalf of, the Transferred Employees in the Additional Payroll (the “Actual Payroll Amount”), and that within three (3) days of delivery of such statement (i) Seller shall pay to Purchaser an instrument of assumption of liabilities, in substantially amount equal to the form attached hereto as Exhibit C, amount by which Buyer the Additional Payroll Amount exceeds the Actual Payroll Amount or (ii) Purchaser shall assume --------- pay to Seller an amount equal to the Assumed Liabilities amount by which the Actual Payroll Amount exceeds the Additional Payroll Amount. Notwithstanding the foregoing, the parties agree that as of the ClosingClosing Date, together the Transferred Employees shall be employees of Purchaser, and Purchaser shall indemnify and hold harmless the Seller Indemnified Parties from and against any and all Damages arising out of, based upon or with respect to any claim by a Transferred Employee relating to such other documentation reasonably requested employee’s employment by Seller to cause Buyer to assume Purchaser from and after the Assumed Liabilities;Closing Date. (iik) Cash in the Escrow Agreement executed by Buyer; andamounts of (a) $2,600,000, representing the principal amount of the Note (to be paid in the manner described in Section 2.5) and (b) $514,994, representing the customer deposits component of the Purchased Assets. (iiil) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing;The UCC-3 release set forth in Section 6.2(j). (cm) Buyer shall deposit the Escrow Amount with the Escrow Agent The Noncompetition and Nonsolicitation Agreements set forth in accordance with Article VIII and the Escrow Agreement. ------------Section 6.2(k).

Deliveries at the Closing. At Subject to the provisions of Article V and Article VI, at the Closing: -------------------------: (a) Seller and/or Parent shall deliver deliver, or cause the Minority Shareholders to be delivered deliver, to Buyer the followingBuyer: (i) a good and sufficient xxxx share certificates (or customary indemnities in respect of sale for the Assets, selling, delivering, transferring and assigning to Buyer any such share certificates that have been lost or destroyed) representing all of Seller's the Shares issued and Affiliate's rightoutstanding at the Closing, title accompanied by (A) stock transfer forms duly executed by or on behalf of each Shareholder in favor of Buyer in respect of the Shares owned by each such Shareholder, and interest in and to the Assets, free and clear (B) an irrevocable vendor voting power of any and all Liens other than Permitted Liensattorney, in substantially the form attached hereto as of Exhibit A B, duly executed by or on behalf of each Shareholder in favor of Buyer, to secure the interest of Buyer in the Shares prior to its registration in the Company’s register of members; (ii) an Escrow Agreement in substantially the form of Exhibit C (the "Xxxx of Sale"“Escrow Agreement”), together with such assignments duly executed by Seller; (iii) except as Buyer may otherwise specify to Seller in writing prior to the Closing, the written resignation of each director and --------- ------------ other documentation reasonably requested byofficer of the Company; (iv) a payoff letter or letters, and in form and substance reasonably satisfactory toto Buyer, Buyer to validly vest Buyer duly executed by the applicable lenders and counterparties (or administrative agent if applicable), with all of Seller's and Affiliate's right, title and interest in or respect to the Assets, free and clear repayment of all Liens Indebtedness, and other than Permitted Liensobligations, of the Transferred Companies under the Credit Agreement and any associated swaps or hedging arrangements and the termination of all Security Interests on any Assets of the Transferred Companies granted in connection therewith, together with evidence reasonably satisfactory to Buyer that arrangements have been made for the wire transfer of funds sufficient to repay such Indebtedness and other obligations in full contemporaneously with the consummation of the Closing; (iiv) consents, copies of all Consents and Approvals obtained or made by Seller or the Transferred Companies in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance connection with consummation of the transactions contemplated hereby; (ivvi) copies, certified copies of the resolutions adopted by an authorized officer of Parent, of minutes or resolutions of the board of directorsdirectors (or comparable governing body) of the general partner of Seller, certified as of the Closing Date by the Secretary or an Assistant Secretary (or comparable officers) of the general partner of Seller, approving the execution and delivery of this Agreement, the Ancillary Documents to be executed and delivered by Seller and the performance by Seller of its obligations hereunder and thereunder; (vii) copies of the resolutions adopted by the board of directors of the Company approving (A) the registration (subject to stamping where required) of each of the transfers relating to the Shares, and (B) the resignations (if any) of the existing directors and officers of the Company; (viii) the common seal (if any), certificate of incorporation, certificates of incorporation on change of name, minute books, statutory registers and share certificate books relating to the Company (which must be up to date up to, but not including, the events to take place as part of Closing); (ix) the certificate required to be delivered by Seller pursuant to Section 5.1. (b) Buyer shall: (i) pay and deliver to Xxxxx Fargo Bank, National Association, as paying agent (the “Paying Agent”), for the Shareholders (other than the LTIP Participants) (the “Specified Shareholders”) in connection with the purchase and sale of the Shares hereunder, an amount equal to (A) the Adjusted Estimated Purchase Price, (B) minus the Adjustment Escrow Deposit, (C) minus U.S.$6,000,000 (the “Indemnity Escrow Deposit”), and (D) minus the LTIP Amount (the sum of (A)-(D), the “Specified Shareholder Amount”), by wire transfer of immediately available funds to a bank account (or bank accounts) designated in writing by the Paying Agent at least two Business Days prior to the Closing, for the benefit of the Specified Shareholders, which shall not have been rescinded in turn be paid by the Paying Agent to the Specified Shareholders in accordance with the terms of the Articles; (ii) pay and deliver to Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Adjustment Escrow Deposit and the Indemnity Escrow Deposit, by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent at least two Business Days prior to the Closing, to be held, released or modified, unconditionally authorizing disposed of by the execution Escrow Agent in accordance with the terms of this Agreement and the performance of the transactions contemplated herebyEscrow Agreement; (viii) pay and deliver to the Company an amount equal to the LTIP Amount, by wire transfer of immediately available funds, to a segregated account designated in writing by the Company at least two Business Days prior to the Closing (the “LTIP Account”), which shall in turn be disbursed by the Company in accordance with Section 1.6; (iv) deliver to Seller the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement duly executed by Buyer; and (iiiv) all other documents and instruments deliver to Seller the certificate required hereunder to be delivered by Buyer pursuant to Section 6.1. For the avoidance of doubt, the Paying Agent is irrevocably authorized by the Shareholders to receive all cash amounts payable to the Specified Shareholders under this Agreement and to deliver any such cash amounts to the Specified Shareholders pursuant to this Agreement, and the parties acknowledge and agree that the receipt by the Paying Agent of any such cash amounts discharges Buyer of its obligations with respect to the payment of that amount and Buyer is not required to investigate the subsequent distribution of the cash. Seller at shall take all actions necessary to ensure that the Closing; (c) Buyer shall deposit Paying Agent delivers the Escrow Specified Shareholder Amount with to the Escrow Agent Specified Shareholders in accordance with Article VIII the terms of the Articles and the Escrow Agreement. ------------agreement with the Paying Agent.

Deliveries at the Closing. At the Closing: -------------------------, in addition to the other actions contemplated elsewhere herein: (a) Seller and/or Parent Schafir shall deliver deliver, or shall cause to be delivered delivered, to Buyer Parent the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer certificates representing all of Seller's and Affiliate's rightthe Shares, title and interest duly endorsed for transfer or with stock powers affixed thereto, executed in and to the Assets, free and clear of any and all Liens other than Permitted Liens, blank in substantially the proper form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liensfor transfer; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment a duly executed counterpart of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Employee Option Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectA; and (viiiii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at a duly executed counterpart of the ClosingOption Agreement (Fortune/Kingston/Schafir), in substantially the form attached hereto as Exhibit B; (biv) Buyer shall deliver or cause to be delivered to Seller a duly executed counterpart of the following: Option Agreement (i) an instrument of assumption of liabilitiesFDI/Schafir), in substantially the form attached hereto as Exhibit C; (v) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement (rxxxxxxx xx Xxrter M. Fortune), in substantially the form attached hereto xx Xxxxxxx X; (vi) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement (rxxxxxxx xx Xxbert J. Kingston), in substantially the form attached heretx xx Xxxxxxx X; (vii) intentionally omitted; (viii) a duly executed counterpart of the Employment Agreements in substantially the form of that attached hereto as Exhibit G; (ix) such other documents and instruments as Parent may reasonably request to effectuate or evidence the transactions contemplated by which Buyer this Agreement. (b) Schafir shall assume --------- cause Company to, deliver to Parent the Assumed Liabilities following: (i) a copy of Company's Articles of Incorporation, certified as of a recent date by the ClosingSecretary of State of the State of Indiana and by the Secretary of Company, together with such other documentation reasonably requested and a copy of Company's By-laws certified by Seller the Secretary of Company, each including any and all amendments to cause Buyer to assume the Assumed Liabilitiesdate; (ii) a Certificate of Existence of a recent date for Company, certified by the Escrow Secretary of State of the State of Indiana; (iii) copies of the resolutions of the board of directors or corresponding governing body of Company authorizing the execution, delivery and performance of this Agreement and the other agreements and instruments referred to herein, certified as of the Closing Date by the Secretary or an Assistant Secretary of Company; (iv) the original corporate minute books and stock transfer and record books of Company as they exist on the Closing and such of its files, books and records as Parent may reasonably request; (v) such other documents and instruments as Parent may reasonably request to effectuate or evidence the transactions contemplated by this Agreement. (c) Parent shall deliver, or shall cause to be delivered, to Schafir the items described below: (i) certificates representing the FDI Stock, duly and validly issued in the names of Schafir and the key employees; (ii) a wire transfer of immediately available funds in the amount of $170,000.00 to the account specified by Schafir; (iii) a copy of the resolutions of the Board of Directors of Parent authorizing the execution, delivery and performance by Parent of this Agreement and the other agreements and instruments referred to herein, including but not limited to the appointment of Schafir as Chief Operating Officer of Parent, certified as of the Closing by the Secretary or an Assistant Secretary of Parent; (iv) a copy of the resolutions of the Board of Directors of Merger Sub authorizing the execution, delivery and performance of Merger Sub of this Agreement and the other agreements and instruments referred to herein; (v) a Certificate of Good Standing of a recent date for Parent, certified by the Secretary of State of the State of Delaware; (vi) a certificate of Good Standing of a recent date for Merger Sub, certified by the Secretary of State of the State of Indiana; (vii) a duly executed counterpart of the Employee Option Agreement, in substantially the form attached hereto as Exhibit A; (viii) a duly executed counterpart of the Option Agreement (Fortune/Kingston/Schafir), executed by BuyerCarter M. Fortune and Robert J. Kingston, in substantially thx xxxx xxxxxxxx xereto xx Xxxxxxx X; (ix) a duly executed counterpart of the Option Agreement (FDI/Schafir), in substantially the form attached hereto as Exhibit C; (x) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement exxxxxxx bx Xxxter M. Fortune, in substantially the form attached hereto xx Xxxxxxx X; (xi) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement exxxxxxx bx Xxxert J. Kingston, in substantially the form attached hereto xx Xxxxxxx X; (xii) a duly executed counterpart of the Merrill Lynch Pledged Collateral Account Control Agreement exxxxxxx bx Xxxent in substantially the form attached hereto as Exhibit F; (xiii) a duly executed counterpart of the Employment Agreements in substantially the form attached hereto as Exhibit G; and (iiixiv) all a duly executed counterpart of the Guaranty executed by John F. Fisbeck, in substantially the form attached hereto as Exhibit X; (xv) a duly executed counterpart of the Voting Agreement executed by John F. Fisbeck, Carter M. Fortune and Robert J. Kingston, in xxxxxxxxxxxxx thx xxxx xxxxxxxx xereto xx Xxxxxxx X; xxx (xvi) such other documents and instruments required hereunder as Schafir may reasonably request to be delivered effectuate or evidence the transactions contemplated by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow this Agreement. ------------.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall (or shall cause each Seller Owner to) deliver or cause to be delivered to Buyer Parent and to US Purchaser or the followingapplicable Buyer Owner to the extent required under the Venture Purchase Agreement: (i) a good Each of the Venture Purchase Agreements, duly executed by the applicable Seller Owners. (ii) An Officers’ certificate, substantially in the form of Exhibit C, duly executed on behalf of Seller Parent and sufficient xxxx the Seller Owners, as to whether each condition specified in Sections 3.2(a) and 3.2(b) has been satisfied in all respects. (iii) A Secretary’s certificate, substantially in the form of sale for Exhibit D, duly executed on behalf of Seller Parent and the AssetsSeller Owners. (b) At the Closing, selling, delivering, transferring Buyer Parent and assigning each Non-US Buyer Owner shall deliver to Buyer all of Seller's and Affiliate's right, title and interest in Seller Parent and to the Assetsapplicable Non-US Seller Owner to the extent required under the Venture Purchase Agreements: (i) Each of the applicable Venture Purchase Agreements, free duly executed by the applicable Non-US Buyer Owners. (ii) An Officers’ certificate, substantially in the form of Exhibit C, duly executed on behalf of Buyer Parent and clear the Non-US Buyer Owners, as to whether each condition specified in Sections 3.3(a) and 3.3(b) has been satisfied in all respects (solely with respect to Buyer Parent and the Non-US Buyer Owners). (iii) A Secretary’s certificate, substantially in the form of Exhibit D, duly executed on behalf of Buyer Parent and the Non-US Buyer Owners. (iv) The cash consideration payable to the Non-US Seller Owners as set forth in Section 2.1(b), via the SWIFT System, which will be paid to the account for the Non-US Seller Owners set forth in instructions delivered by Seller Parent to the Buyer Owners. (c) At the Closing, STC shall, or shall cause US Purchaser to, deliver to Atlas: (i) The US Venture Purchase Agreements, duly executed by US Purchaser. (ii) An Officers’ certificate, substantially in the form of Exhibit E, duly executed on behalf of STC by its President or any Vice President and dated as of the Closing Date, as to whether each condition specified in Sections 3.3(a) and 3.3(b), has been satisfied in all Liens other than Permitted Liensrespects (solely with respect to STC). (iii) A Secretary’s certificate, substantially in the form of Exhibit F, duly executed on behalf of STC (solely as to STC). (iv) The cash consideration payable to Atlas by US Purchaser as set forth in Section 2.1(b)(i), via U.S. Fedwire, which will be paid to the account for Atlas set forth in instructions delivered by Seller Parent to the Buyer Owners. (v) The Sublease Amendment substantially in the form attached hereto as Exhibit A B (the "Xxxx of Sale"“Sublease Amendment”), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all regarding the extension of Seller's and Affiliate's right, title and interest in or the Richmond Campus Lease by WGLLC for the remaining 5 year option period at a rental rate equal to the Assets, free and clear of all Liens other than Permitted Liens;fair market rent determined in 2010. (iid) consents, in substantially the form attached hereto as Exhibit B-1, At or prior to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller STC shall cause WGLLC to cause Buyer distribute to assume Atlas and to STC cash in the Assumed Liabilities; aggregate amount of $198,824,000.00 in proportion to their respective 30%/70% ownership interests in WGLLC prior to the Closing (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------“Cash Distribution”).

Deliveries at the Closing. At the Closing: ------------------------- (a) , Seller and/or Parent shall deliver or cause to be delivered to Buyer the followingBuyer: (i) a good stock certificates evidencing the Shares, duly endorsed in blank, or accompanied by stock powers duly executed in blank and sufficient xxxx of sale for with any required stock transfer tax stamps affixed and stock certificates evidencing the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear issued shares of all Liens other than Permitted LiensCompanies; (ii) consents, in substantially a receipt from Seller for the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Purchase Price; (iii) copies, certified by an authorized officer copies of Seller, of minutes or the resolutions of the board of directors of Seller, authorizing and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of approving this Agreement and the performance transactions contemplated hereby, and resolutions of the board of directors of RACC approving the transactions contemplated hereby, each of which shall be certified by the corporate secretary or other senior officer or officers of Seller and RACC, as applicable, reasonably acceptable to Buyer to be true and complete and in full force and effect and unmodified as of the Closing Date; (iv) copies, certified the certificates required by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement Section 7.3 and the performance of the transactions contemplated herebydocumentation required by Sections 7.5, 7.8, 7.11, 7.13 and 7.14; (v) the Escrow Agreement, in substantially Seller FIRPTA Certificate or a copy of the form attached hereto as Exhibit D (Seller's application to obtain such a certificate that was filed by the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parentwith the U.S. Internal Revenue Service; (vi) documents in form and substance reasonably satisfactory an opinion of counsel to Seller addressed to Buyer and its counsel evidencing that substantially in the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; andform of Exhibit A; (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the ClosingRACH FIRPTA Certificate; (bviii) a certificate of good standing, existence or similar document with respect to Seller and each Company issued by the appropriate Governmental Authority of the jurisdiction of incorporation or formation as of a date not more than five (5) days prior to the Closing Date; (ix) the written resignations of all directors and officers of each Company (except for those officers and directors the resignations of which Buyer shall deliver or cause advises Seller should not be obtained), with each such resignation to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities effective as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesClosing Date; (iix) the Escrow Agreement five (5) copies of Form 8023, duly executed by BuyerRACH, for each of RAG West and RAG Wyoming as described in Section 5.3(i); and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent , the following Persons shall deliver or cause to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for The Company shall deliver to Parent the AssetsMerger Certificate, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to duly executed by the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensCompany; (ii) consentsThe Company shall deliver to Parent a duly executed copy of the Stock Purchase Agreement, in substantially dated as of January 16, 2008, between the form attached hereto as Exhibit B-1Company and Woodcliff Healthcare Investment Partners LLC (the “Woodcliff Agreement”), with respect to the assignment purchase by the Company from Woodcliff of 14,400 shares of Parent Series A Preferred Stock and 1,739,130 shares of Parent Common Stock (collectively, the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----“Core Purchased Shares”); (iii) copiesThe Company shall deliver to Parent a copy of (A) the text of the resolutions adopted by the board of directors of the Company approving the Merger and this Agreement, certified (B) the text of the resolutions adopted by an authorized officer the stockholders of Sellerthe Company approving and adopting the Merger and this Agreement and (C) the certificate of incorporation, as amended, and bylaws, as amended, of minutes the Company, along with a certificate executed on behalf of the Company by its corporate secretary certifying to Parent that (1) such copies are true, correct and complete copies of such resolutions, certificate of incorporation, as amended, and bylaws, as amended, respectively, and that such resolutions, certificate of incorporation, as amended, and bylaws, as amended, were duly adopted and have not been amended, modified or rescinded and (2) that the stockholders of the Company constituting the requisite approval of stockholders as required by the DGCL and the certificate of incorporation, as amended, and bylaws, as amended, have approved and adopted the Merger and this Agreement; (iv) Parent shall deliver to the Company a copy of (A) the text of the resolutions adopted by the board of directors of Parent approving the Merger and this Agreement, (B) the text of the resolutions adopted by the sole stockholder of Merger Sub approving and adopting the Merger and this Agreement, (C) the text of the resolutions adopted by the board of directors of Parent approving and adopting the Certificate Amendment, (D) the written consent of the stockholders of Parent approving and adopting the Certificate Amendment, and (E) the certificate of incorporation, as amended, and bylaws, as amended, of Parent and Merger Sub, along with a certificate executed on behalf of Parent by its corporate secretary certifying to the Company that (1) such copies are true, correct and complete copies of such resolutions, consents, certificate of incorporation, as amended, and bylaws, as amended, respectively, and that such resolutions, certificate of incorporation, as amended, and bylaws, as amended, were duly adopted and have not been amended, modified or rescinded and (2) that the stockholders of the Company constituting the requisite approval of stockholders as required by the DGCL and the certificate of incorporation, as amended, and bylaws, as amended, have approved and adopted the Certificate Amendment (v) Parent shall deliver to the Company a duly executed copy of the Certificate of Designations setting forth the rights, preferences and privileges of the Parent Series B-1 Preferred Stock and the Parent Series B-2 Preferred Stock, as filed with the Secretary of State of the State of Delaware prior to the Closing; (vi) Parent shall deliver to the Company (A) an amendment to Parent’s certificate of incorporation, as amended and/or restated, increasing the authorized number of shares of Parent Common Stock to 100,000,000 and increasing the authorized number of shares of preferred stock of Parent to 1,000,000 (the “Certificate Amendment”), duly approved and adopted by the board of directors and stockholders of Parent, and (B) a form of Certificate of Designations setting forth the rights, preferences and privileges of the Series C Preferred Stock of the Corporation to be authorized in connection with the filing of the Certificate Amendment; (vii) Each of Xxxxx X. Xxxxxx, Xxxxxxxx Xxxxxxx and Xxxxx Xxxxxxx shall deliver to Parent his resignation as sole stockholdera director and/or officer of the Company, which shall not have been rescinded or modified, unconditionally authorizing be effective at the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectEffective Time; and (viiviii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer Parent shall deliver or cause to be delivered the Company a letter agreement, duly executed by Xxxxxx X. Xxxxxx, pursuant to Seller which Xx. Xxxxxx shall agree to waive, subject to the following: (i) an instrument limitations set forth therein, certain rights he may have in connection with the Merger and the acquisition of assumption the Core Purchased Shares by the Company pursuant to the Employment Agreement, dated as of liabilitiesFebruary 7, in substantially the form attached hereto as Exhibit C2003, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII between Parent and the Escrow AgreementXx. ------------Xxxxxx.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall will deliver or cause to be delivered to Buyer the followingBuyer: (i) a good the Assignment and sufficient xxxx of sale for the AssetsAssumption Agreement, selling, delivering, transferring and assigning to Buyer all of duly executed by Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consentsthe Xxxx of Sale, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----duly executed by Seller; (iii) copiesthe Services Agreement, certified duly executed by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby;, (iv) copiessuch other deeds, certified bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by an authorized officer of ParentBuyer, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement each in form and the performance of the transactions contemplated herebysubstance satisfactory to Buyer and Seller and their respective legal counsel and executed by Seller; (v) the Escrow Agreement, a certificate of Seller’s non-foreign status as set forth in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"Treasury Regulation 1445-2(b), executed by each of --------- ---------------- Seller and Parent; (vi) documents a certificate of the secretary of Seller, in form and substance reasonably satisfactory to Buyer Buyer, certifying that (A) attached thereto is a true, correct and its complete copy of (1) the articles of incorporation of Seller, certified as of a recent date by the Secretary of State of Massachusetts and the bylaws of Seller, (2) resolutions duly adopted by the board of directors and shareholders of Seller authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of Seller from the Commonwealth of Massachusetts and a certificate of good standing as of a recent date of Seller from each state in which it is qualified to conduct business, (B) the resolutions referenced in subclause (A)(2) are still in effect and (C) to such Person’s Knowledge, subject to any permitted amendments or supplements to the Disclosure Schedule, nothing has occurred since the date of the issuance of the certificate(s) referenced in subclause (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdiction; (vii) a certificate from an officer of Seller setting forth Seller’s good faith estimate as of the Closing Date of (A) the Estimated Excluded Seller Pipeline Loan Commissions, (B) the Estimated Seller-Owed Commissions and (C) the book value of the Acquired Assets; (viii) a legal opinion with respect to the authority of the Trust to enter into the Agreement and the enforceability of the Agreement as to the Trust, duly executed and delivered by counsel evidencing to the Trust, in form and substance reasonably satisfactory to Buyer; (ix) duly executed and delivered Estoppel Certificates from each lessor under an Office Lease; (x) duly executed and delivered non-disturbance Agreements in customary form from each lender that holds an Encumbrance on the approvals premises to which an Office Lease relates; (xi) proprietary information and consents specified invention assignment agreements in Sections 6.1(c) form and 6.3(c) hereof have been obtained substance reasonably acceptable to Buyer, Seller, and are in full force Seller’s legal counsel, duly executed by the Principals and effectSeller; and (viixii) all such other documents as may be necessary or advisable to consummate the transactions contemplated hereby, as Buyer may reasonably request, provided such documents are in form and instruments required hereunder substance reasonably acceptable to be delivered by Seller to Buyer at the Closing;and Seller’s legal counsel. (b) At the Closing, Buyer shall will deliver or cause to be delivered to Seller the followingSeller: (i) By wire transfer of immediately available funds to an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested account designated by Seller to cause Buyer in writing at least two (2) Business Days prior to assume the Assumed LiabilitiesClosing Date, an amount equal to any amount owed under Section 3.6 (Allocation of Expenses); (ii) the Escrow Agreement Assignment and Assumption Agreement, duly executed by Buyer; (iii) the Services Agreement, duly executed by Buyer; and (iiiiv) a certificate of the secretary of Buyer, in form and substance reasonably satisfactory to Seller, certifying that (A) attached thereto is a true, correct and complete copy of (1) the certificate of formation of Buyer, certified as of a recent date by the Secretary of State of Delaware and the operating agreement of Buyer, (2) resolutions duly adopted by the managers and members of Buyer authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of Buyer from the State of Delaware, (B) the resolutions referenced in subclause (A)(2) are still in effect, (C) the Buyer is in good standing in all other documents states in which it does business, and instruments required hereunder (D) to be delivered by Buyer to Seller at such Person’s Knowledge, nothing has occurred since the Closing;date of the issuance of the certificate(s) referenced in subclause (A)(3) that would adversely affect Buyer’s existence or good standing in any such jurisdiction. (c) At the Closing, Seller shall cause each Principal to deliver to Buyer shall deposit such individual’s Employment Agreement, duly executed by such Principal. (d) At the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Closing, Buyer will deliver to each Principal such individual’s Employment Agreement. ------------, duly executed by Buyer;

Deliveries at the Closing. At the Closing: ------------------------- (a) Sellers shall deliver or shall cause to be delivered to Purchaser the following at the Closing: (i) bills of sale, assignment agreements and other customary transfer documents necessary to transfer to Purchaser (or its Affiliate) all right, title and interest of Sellers to or in the Purchased Assets; (ii) evidence reasonably satisfactory to Purchaser that all notices of the assumption and assignment of the Purchased Contracts and of the assumption of the Assumed Liabilities, and all required Consents to, and approvals of, such assumptions and assignments have been given and received in accordance with applicable Law; (iii) a certificate signed by a Responsible Officer of each Seller and/or Parent (in form and substance reasonably satisfactory to Purchaser) certifying that the closing conditions set forth in Section 9.2(a) and (b) have been satisfied; (iv) certificates signed by a Responsible Officer of each Seller to which is attached: (i) true and correct copies of the Fundamental Documents of such Seller; (ii) true and correct copies of the resolutions of the board of directors for such Seller respecting the transactions contemplated by this Agreement and the Transaction Documents; (iii) a certificate reflecting the incumbency and true signatures of the officers of such Seller who execute this Agreement and other Transaction Documents on behalf of such Seller; and (iv) a certificate from the Secretary of State or other applicable Governmental Authority of the State of formation or incorporation, as applicable, dated within ten (10) days of the Closing Date, with respect to the existence and good standing of such Seller. The certificates required pursuant to this Section 4.2(a)(iv) shall certify that the documents referred to in (i) and (ii) above are attached thereto are true and correct copies, have been duly and validly adopted and have not been amended or altered except as reflected therein; (v) a certified copy of the Sale Order; (vi) a certified copy of the issued and entered Approval Order Recognition Order; (vii) a certified copy of the issued and entered Sale Order Recognition Order; (viii) either (a) a certificate of non-foreign status as described in IRC Section 1445 and the Treasury Regulations thereunder or (b) a certificate that the asset conveyed is not a U.S. real property interest under IRC Section 897, in form and substance reasonably satisfactory to Purchaser, from each Seller and any other Person treated as a seller of all or any portion of any asset under this Agreement for U.S. federal income tax purposes; (ix) the Closing Escrow Agreement, duly executed by an authorized officer of each Seller; (x) certificates or other evidence of Sellers' ownership interest, if any, in each of the Purchased Joint Ventures and Purchased Subsidiaries; (xi) subject to the provisions of Section 7.10, the Mexican APA; (xii) the elections referred to in Sections 3.6, 3.7 and 3.8; (xiii) assignment agreements, duly executed by an authorized officer of each applicable Seller, required to assign any Intellectual Property included in the Purchased Assets; (xiv) the Wind-Down Budget; and (xv) such other instruments as are reasonably requested by Purchaser and otherwise necessary to consummate the Sale. (b) Purchaser shall deliver or cause to be delivered to Buyer Sellers, or their designee(s), at the followingClosing: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensEstimated Cash Purchase Price; (ii) consents, a certificate signed by a Responsible Officer of Purchaser certifying that the closing conditions set forth in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 Section 9.3(a) and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----(b) have been satisfied; (iii) copies, certified a certificate signed by an authorized officer a Responsible Officer of Seller, Purchaser to which is attached: (i) true and correct copies of minutes or the Fundamental Documents of Purchaser; (ii) true and correct copies of the resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing of Purchaser respecting the execution of transactions contemplated by this Agreement and the performance Transaction Documents; (iii) a certificate reflecting the incumbency and true signatures of the transactions contemplated herebyofficers of Purchaser who execute this Agreement and other Transaction Documents on behalf of such Seller; and (iv) a certificate from the Secretary of State or other applicable Governmental Authority of the State of formation or incorporation, as applicable, dated within ten (10) days of the Closing Date, with respect to the existence and good standing of Purchaser. The certificate required pursuant to this Section 4.2(b)(iii) shall certify that the documents referred to in (i) and (ii) above are attached thereto are true and correct copies, have been duly and validly adopted and have not been amended or altered except as reflected therein]; (iv) copiesthe Closing Escrow Agreement, certified duly executed by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyPurchaser; (v) the Escrow Agreementelections referred to in Sections 3.6, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller 3.7 and Parent;3.8; and (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation instruments as are reasonably requested by Seller Sellers and otherwise necessary to cause Buyer to assume consummate the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing;Sale. (c) Buyer In addition to the deliveries set forth in Section 4.2(b), the Purchaser shall deposit deliver the Escrow Amount with to the Escrow Agent in accordance with Article VIII and at the Escrow Agreement. ------------Closing.

Deliveries at the Closing. At or prior to the Closing: ------------------------- (a) Seller and/or Parent , the Sellers shall deliver or cause to be delivered to Buyer the followingBuyer: (i) a good stock certificates (or local legal equivalent) evidencing the Shares to be sold by each Seller, accompanied by stock powers duly executed in blank and sufficient xxxx of sale for requisite transfer tax stamps, if any, as may be necessary or desirable to effect the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest transactions described in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted LiensSECTION 2.1; (ii) consents, in substantially a receipt from each Seller for the form attached hereto as Exhibit B-1, to the assignment portion of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----Preliminary Purchase Price paid to such Seller; (iii) copiesthe Transaction Agreements to which each Seller is a party, certified duly executed by an authorized officer of each relevant Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions copies of the board resolutions (or local equivalent) of directorsthe boards of directors of the Sellers, which shall not have been rescinded or modified, unconditionally authorizing the execution of and approving this Agreement and the performance of Transaction Agreements and the transactions contemplated herebyhereby and thereby, certified by the respective corporate secretaries (or local equivalent) of the applicable Sellers to be true and complete and in full force and effect and unmodified as of the Closing Date; (v) certificates in form and substance satisfactory to the Escrow AgreementBuyer, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), duly executed and acknowledged by each Seller to the extent required under applicable Law, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of --------- ---------------- Seller the Code and Parentother applicable Law; (vi) documents in form the Consents listed on SCHEDULE 2.5(A)(VI); (vii) the certificates required by SECTION 6.3(C); (viii) the resignations of the officers, as corporate officers, and substance reasonably satisfactory directors of the Sold Companies and Subsidiaries set forth on SCHEDULE 2.5(A)(VIII); (ix) assignment of the Wickes Agreement; (x) a receipt duly executed by each Seller and each Sold Company and Subsidiary acknowledging, on behalf of Sellers and each of their subsidiaries, settlement of all intercompany receivables, payables, loans and investments then existing between any Seller or any of its subsidiaries that is not a Sold Company or Subsidiary, on the one hand, and the Sold Companies or Subsidiaries, on the other hand, pursuant to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(cSECTION 5.10; (xi) all minute books, stock record books (or similar registries) and 6.3(ccorporate (or similar) hereof have been obtained records and are seals of each Sold Company and Subsidiary not already in full force and effectthe possession of the Sold Companies or the Subsidiaries; and (viixii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as a list of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume signatories on each of the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------bank accounts set forth on SCHEDULE 3.24.

Deliveries at the Closing. (a) At the Closing: -------------------------, Sellers will deliver, or cause to be delivered, to Buyer: (ai) the certificates referred to in Section 9.2(c). (ii) an assignment executed and delivered by each Seller and/or Parent shall of that Seller’s Interests, which assignment is substantially in the form of the instrument attached to this Agreement as Exhibit A and effective as of 9:00 a.m. local Dallas, Texas time on the later of (A) August 1, 2009, and (B) the first day of the calendar month in which Closing occurs (the “Effective Time”); (iii) a counterpart original of the Transition Services Agreement executed by Crosstex Energy; (iv) evidence reasonably satisfactory to Buyer that concurrently with the Closing, all Liens relating to the Interests, and all Liens (other than Permitted Liens) relating to the Midstream Assets and the Assigned Assets will be released; (v) the original minute books of each Company; (vi) copies of all Required Consents, with those consents being in full force and effect at the time of Closing, or an Alternative Arrangement pursuant to Section 8.31; (vii) a FIRPTA affidavit under U.S. Treasury Regulation Section 1.1445-2(b)(2) certifying the non-foreign status of Sellers; (viii) a legal opinion rendered by Xxxx & Xxxxxxxx PLLC in substantially the form attached as Exhibit B, which opinion Buyer will be entitled to deliver to any lenders providing debt financing relating to the Closing of the transactions contemplated by this Agreement; (ix) a certificate of the Secretary of State of the jurisdiction of formation of each Company as to the legal existence and good standing of each Company; (x) Sellers’ Letters of Credit; (xi) evidence that Buyer and its subsidiaries have been named as additional insureds under that certain Pollution Legal Liability Select Policy No. PLS/CCC2678492 from American International Specialty Lines Insurance Company, all in a manner reasonably acceptable to Buyer; (xii) evidence that TRC Companies, Inc. (“TRC”) has consented to the assignment of the Conroe Exit Strategy Contract by and between Duke Energy Field Services, LP, and TRC, dated June 26, 2003, as amended by that certain letter agreement dated June 27, 2003, between Crosstex Energy and TRC, and has acknowledged the legal validity and effect of such agreement and TRC’s obligations thereunder, all in a manner reasonably acceptable to Buyer; and (xiii) other closing deliverables, if any, as agreed by Buyer and Sellers. (b) At the Closing, Buyer will deliver, or cause to be delivered to Buyer the followingSellers: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning certificates referred to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"Section 9.1(c), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Adjusted Purchase Price, payable in accordance with Section 1.3(b); (iii) a counterpart original of the Transition Services Agreement executed by Buyer, together with any initial payment due at Closing in accordance with the Transition Services Agreement; and (iiiiv) all other documents and instruments required hereunder to be delivered closing deliverables, if any, as agreed by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Sellers.

Deliveries at the Closing. At the Closing: -------------------------: (a) Seller and/or Parent shall Acquired Entity will deliver or cause to be delivered to Buyer the followingBuyer: (i) a certificate, substantially in the form of Exhibit A., duly executed on the Acquired Entity's behalf, as to whether each condition specified in Section 7.2(a) through 7.2(c) has been satisfied in all respects. (ii) a statement prepared in good and sufficient xxxx of sale faith by the Acquired Entity in reasonable detail showing the Average Working Capital for the Assets, selling, delivering, transferring and assigning to Buyer all measuring period ending as of Seller's and Affiliate's right, title and interest in and the day prior to the AssetsClosing Date, free and clear of which statement will be used to calculate any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or adjustment to the AssetsMerger Consideration. (b) Buyer will deliver: (i) to each Stockholder who has executed a Transmittal Form and delivered certificates representing the Acquired Entity Shares or a Lost Certificate Affidavit, free and clear their Pro Rata share of all Liens other than Permitted Liensthe Closing Consideration by wire transfer or cashier's check (except as to dissenting shares which shall be retained by Buyer); (ii) consentsto the Stockholder Representative An Officers' certificate, substantially in substantially the form attached hereto of Exhibit B, duly executed on Buyer's behalf, as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 whether each condition specified in Section 7.3(a) and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ----7.3(b) has been satisfied in all respects. (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions To each Stockholder a Merger Note made payable to such Stockholder in each Stockholder's Pro Rata share of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance aggregate amount of the transactions contemplated hereby;Promissory Notes. (iv) copiesTo each holder of Negotiated Debt, certified by an authorized officer of Parent, of minutes or resolutions payment of the board amount of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby;such debt to be paid at Closing as set forth in Exhibit 3. (v) To each employee entitled to Employee Payments, the Escrow Agreementamount to which such employee is entitled to be paid at Closing as set forth in Exhibit 2, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent;which amount \yin be subject to applicable withholding. (vi) documents To each person entitled to a Tier 1 Note, or Tier 2 Note, a Note made payable to such person in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; andamount reflected on Exhibit 3. (vii) all other documents and instruments required hereunder To each party entitled to be delivered by Seller Transaction Expenses, the amount to Buyer at the Closing;which they are entitled. (bviii) Buyer shall deliver or cause The sum of S 100,000 by wire transfer to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------Stockholder Representative.

Deliveries at the Closing. (a) At the Closing: ------------------------- (a) , Seller and/or Parent shall deliver or cause to be delivered to Buyer Purchaser the following: (i) a good A certificate executed by Seller, dated as of the Closing Date, certifying in such detail as Purchaser may reasonably request that subject to the matters disclosed in the Disclosure Memorandum, as it may be supplemented by Seller from time to time, all representations and sufficient xxxx warranties of sale for Seller in this Agreement are true in all material respects as of the Assets, selling, delivering, transferring Closing Date and assigning to Buyer all such certificate shall also include the representations and warranties set forth on Exhibit "E"; (ii) A certificate of the Secretary or an Assistant Secretary of Seller's , dated as of the Closing Date, certifying in such detail as Purchaser may reasonably request (A) that attached thereto is a true and Affiliate's rightcomplete copy of resolutions adopted by the Board of Directors of Seller authorizing the execution, title delivery, and interest performance of this Agreement, the Bill xx Sale and Assignment Agreement, and the Deeds, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (B) as to the Assetsincumbency and specimen signature of each officer of Seller executing this Agreement, free the Bill xx Sale and clear Assignment Agreement, the Deeds, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of any Seller as to the incumbency and all Liens other than Permitted Lienssignature of the officer signing such certificate; (iii) The opinion of Kilpxxxxxx Xxxxxxxx XXP, counsel to Seller, in substantially the form attached hereto as of Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebyF" hereto; (iv) copiesThe Bill xx Sale and Assignment Agreement, certified duly executed by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated herebySeller; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and ParentThe Consents; (vi) The Deeds, duly executed by Seller; (vii) An affidavit executed by or on behalf of Seller and dated as of the Closing Date acknowledging that no bills for labor or materials furnished to the Real Property are due and owing to any Person; (viii) A waiver, duly executed by Franchisor, releasing Seller from all obligations with respect to the development of additional restaurants in the Territory as required by the terms of any agreement between Franchisor and Seller; (ix) Any management agreements entered into pursuant to Section 7.2(f), duly executed by Seller; (x) The Indemnification Agreement, duly executed by Seller; (xi) Copies of all operating manuals, recipes, and other documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(cprovided by Franchisor; (xii) and 6.3(c) hereof have been obtained and are in full force and effectA Cross-Receipt, duly executed by Seller; and (viixiii) all Any other documents and instruments required hereunder that Purchaser may reasonably request prior to be delivered by the Closing in order to effectuate the transactions contemplated hereby; provided, however, that Seller shall have the right to Buyer at delay the Closing;Closing up to three business days to respond to any such request. (b) Buyer At the Closing Purchaser shall deliver or cause to be delivered to Seller the following: (i) A certificate executed by Purchaser, dated as of the Closing Date, certifying in such detail as Seller may reasonably request to the fulfillment of the conditions specified in Sections 7.3(a) and (b) hereof; (ii) A certificate of the Secretary or an Assistant Secretary of Purchaser, dated as of the Closing Date, certifying in such detail as Seller may request (i) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the Bill xx Sale and Assignment Agreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (ii) as to the incumbency and specimen signature of each officer of Purchaser executing this Agreement, and any certificate or instrument furnished pursuant hereto or to be furnished in connection herewith as of assumption the Closing Date, and a certification by another officer of liabilitiesPurchaser as to the incumbency and signature of the officer signing such certificate; (iii) The funds constituting the cash portion of the Purchase Price; (iv) The Note, duly executed by Purchaser; (v) The Bill xx Sale and Assignment Agreement, duly executed by Purchaser; (vi) The opinion of Berkowitz, Lefkovits, Isom & Xushxxx, X Professional Corporation, counsel to Purchaser, in substantially the form attached hereto as of Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities"G" hereto; (iivii) the Escrow Agreement A waiver, duly executed by BuyerFranchisor, releasing Seller from all obligations with respect to the development of additional restaurants in the Territory as required by the terms of any agreement between Franchisor and Seller; (viii) Any management agreements entered into pursuant to Section 7.2(f), duly executed by Purchaser. (ix) The Indemnification Agreement, duly executed by Purchaser; (x) A Cross-Receipt, duly executed by Purchaser; and (iiixi) all Any other documents and instruments required hereunder that Seller may reasonably request at least three days prior to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------.

Deliveries at the Closing. At Subject to the provisions of Sections 6 and 7 hereof, at the Closing: -------------------------: (a) Seller and/or Parent shall X'Xxxxxxx agrees to deliver or cause to Buyer: (1) the certificates representing the outstanding shares of Reserve Common Stock duly endorsed for transfer to GCFC; (2) all certificates and other instruments and documents contemplated under Section 6 to be delivered to Buyer the following: (i) a good by X'Xxxxxxx and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and Reserve at or prior to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effectClosing; and (vii3) all other documents documents, instruments and instruments writings required hereunder to be delivered by Seller X'Xxxxxxx or Reserve at or prior to the Closing Date pursuant to this Agreement or otherwise, or reasonably requested by GCFC or the Buyer at the Closing;in connection herewith. (b) Buyer shall GCFC agrees to deliver or cause to be delivered to Seller the followingReserve and X'Xxxxxxx: (i1) an instrument certificate for the shares of assumption GCFC Common Stock as set forth in Section 2.02 of liabilities, in substantially this Agreement delivered the form attached hereto as Exhibit C, by which Buyer shall assume --------- next Business Day after the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesClosing Date; (ii) the Escrow Agreement executed by Buyer; and (iii2) all certificates and other instruments and documents and instruments required hereunder contemplated under Section 7 to be delivered by Buyer or GCFC at or prior to Seller at the ClosingClosing Date pursuant to this Agreement or otherwise reasonably requested by the Reserve or X'Xxxxxxx in connection herewith; (c3) the employment agreement for X'Xxxxxxx in substantially the form set forth in Exhibit A; (4) stock option agreements, substantially in the form of Exhibit B, for Xxxxx Xxxxxxxxxx to acquire 10,000 shares of GCFC Common Stock and for X'Xxxxxxx to acquire 5,000 shares of GCFC Common Stock under that Amended and Restated Central Federal Corporation 2003 Equity Compensation Plan at fair market value on the Closing Date; and (5) all other documents, instruments and writings required to be delivered by Buyer shall deposit at or prior to the Escrow Amount with the Escrow Agent Closing Date pursuant to this Agreement or otherwise, or reasonably requested by X'Xxxxxxx and Reserve in accordance with Article VIII and the Escrow Agreement. ------------connection herewith.

Deliveries at the Closing. At the Closing: -------------------------, in addition to the other actions contemplated elsewhere herein: (a) Seller and/or Parent shall deliver deliver, or shall cause to be delivered delivered, to Buyer the following: (i) certificates representing all of the Shares, duly endorsed for transfer or with stock powers affixed thereto, executed in blank in proper form for transfer; (ii) a duly executed counterpart of the Employment Agreement, in substantially the form of that attached hereto as Exhibit A; (iii) a counterpart, duly executed by Kingston Design, LLC, of a Lease for Company's offices in substantially the form of that attached hereto as Exhibit B (the "Lease"); (iv) a duly executed counterpart of a Voting Agreement, wherein certain stockholders of Buyer agree to vote their shares of stock of Buyer in favor of election of Seller to Buyer's Board of Directors, in substantially the form of that attached hereto as Exhibit C (the "Voting Agreement"); (v) a duly executed counterpart of a Registration Rights Agreement, wherein Buyer grants to Seller certain registration rights with respect to the FDI Stock, in substantially the form of that attached hereto as Exhibit D (the "Registration Rights Agreement") (vi) such other documents and instruments as Buyer may reasonably request to effectuate or evidence the transactions contemplated by this Agreement. (b) Company shall, and Seller shall cause Company to, deliver to Buyer the following: (i) a good copy of Company's Articles of Incorporation, certified as of a recent date by the Secretary of State of the State of Indiana and sufficient xxxx by the Secretary of sale for Company, and a copy of Company's By-laws certified by the AssetsSecretary of Company, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of each including any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer amendments to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liensdate; (ii) consentsa Certificate of Existence of a recent date for Company, in substantially certified by the form attached hereto as Exhibit B-1, to the assignment Secretary of State of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 State of the Seller Disclosure Schedule; ----Indiana; (iii) copies, certified by an authorized officer copies of Seller, of minutes or the resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally corresponding governing body of Company authorizing the execution execution, delivery and performance of this Agreement and the performance other agreements and instruments referred to herein, certified as of the transactions contemplated herebyClosing Date by the Secretary or an Assistant Secretary of Company; (iv) copiesthe original corporate seals, certified by an authorized officer minute books and stock transfer and record books of ParentCompany as they exist on the Closing and such of its files, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement books and the performance of the transactions contemplated herebyrecords as Buyer may reasonably request; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), a duly executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as counterpart of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed LiabilitiesLease; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------