Common use of Deliveries at the Closing Clause in Contracts

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause each of the following to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the any other requirements set forth hereindocuments to be delivered under other provisions of this Agreement, at the Closing: (a) The Company shall cause each of the following to be Seller has executed, acknowledged (if appropriate) and delivered to Parentthe Purchaser: (i) instruments evidencing evidence that the resignation of consents listed in Section 6.2 have all directors and officers of the Companybeen obtained; (ii) General Releases from each officer and/or director of assignment agreement(s) transferring title to the Company, Acquired Assets to the Purchaser in the form attached as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor;Exhibit C; and (iii) a certificate duly executed by of the Secretary of the Company Seller certifying as to: (A) and attaching all requisite resolutions or actions of the full force and effect of resolutions of its board respective boards of directors and shareholders attached thereto as exhibits evidencing the authority of the Company Seller approving the execution and delivery by the Seller of the Acquisition Documents to consummate which they are a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Seller executing the Acquisition Documents and any other document relating to the transactions contemplated by this Agreement. (b) The Purchaser has executed, acknowledged (if appropriate), and delivered to the Transaction Seller: (i) assumption agreement(s) pursuant to which the Purchaser is assuming the Assumed Liabilities in the form attached as Exhibit B; and (ii) a certificate of the Secretary of the Purchaser certifying and attaching all requisite resolutions or actions of the Purchaser's board of directors approving the execution and delivery of the Acquisition Documents to which it is a Party; (B) party and the full force and effect consummation of the organizational documents of the Company attached thereto as exhibits; transactions contemplated in such Acquisition Documents, and (C) certifying to the incumbency and signature signatures of the officers of the Company who have executed Purchaser executing the Transaction Acquisition Documents to which the Company it is a Partyparty and any other document relating to the transactions contemplated by this Agreement; (ivc) certificates from appropriate government officials Dutch Gold has executed, acknowledged (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization if appropriate), and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the ShareholdersSeller: (i) a certificate of Parentstock certificates evidencing the Shares, duly executed by Parent, regarding compliance by with all necessary transfer taxes and other revenue stamps affixed and acquired at the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing;Purchaser’s expense; and (ii) a certificate duly executed by of the Secretary (of Dutch Gold certifying and attaching all requisite resolutions or Assistant Secretary) actions of Parent certifying as to: (A) the full force and effect of resolutions of its Dutch Gold’s board of directors attached thereto as exhibits evidencing approving the authority execution and delivery of Parent to consummate the transactions contemplated by the Transaction Acquisition Documents to which it is a Party; (B) party and the full force and effect consummation of the certificate of incorporation transactions contemplated in such Acquisition Documents, and bylaws of Parent attached thereto as exhibits; and (C) certifying to the incumbency and signature signatures of the officers of Parent who have executed Dutch Gold executing the Transaction Acquisition Documents to which Parent it is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as party and any other document relating to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested contemplated by the Companythis Agreement.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following to be delivered to Parent: , (i) instruments evidencing Seller will deliver to Purchaser the resignation of all directors various agreements, certificates, instruments, and officers of the Company; documents referred to in Section 8.1 below; (ii) General Releases from each officer and/or director of Purchaser will deliver to Seller the Companyvarious certificates, as well as each Shareholder who is not an officer or director of the Companyinstruments, duly executed by the applicable releasor; and documents referred to in Section 8.2 below; (iii) a certificate duly executed by the Secretary of the Company certifying as to: Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a xxxx of sale substantially in the full force and effect of resolutions of its board of directors and shareholders form attached thereto hereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Party; Exhibit “A”, (B) a real estate limited warranty deed executed by 1245 Properties in substantially the full force and effect form attached hereto as Exhibit “F” (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit “B”, (D) a counterpart of the organizational documents shared services agreement in substantially the form attached hereto as Exhibit “C” (the “Shared Services Agreement”), (E) a Seller non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit “D”, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit “E” (the “Assignment and Assumption”), (G) an assignment of each Real Property Lease in substantially the form of Exhibit “O” attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute, acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Company Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached thereto hereto as exhibitsExhibit “R” and (D) such other instruments of assumption as Seller and its counsel reasonably may request; 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) Purchaser will deliver to Seller the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.Purchase Price,

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: 2.9.1 The Seller shall duly execute and deliver, or cause to be duly executed and delivered, to the Buyers (aor one of its designated Affiliates): 2.9.1.1 the certificate referred to in Section 7.1.4; 2.9.1.2 one or more Special Warranty Deed(s) The substantially in the form of Exhibit A, pursuant to which the Seller conveys to each Buyer all of its right, title and interest in and to the Owned Real Properties being purchased by the Buyer in question, or an assignee or designee of the Buyer to the extent permitted by Section 11.3; 2.9.1.3 (i) a Xxxx of Sale, Assignment, and Assumption Agreement (a “Xxxx of Sale”), substantially in the form attached hereto as Exhibit B(1), pursuant to which the Seller conveys (or causes its Affiliates to convey, as applicable) to HEP Tulsa all right, title and interest in and to the HEP Tulsa Assets, other than the Owned Real Properties included in the HEP Tulsa Assets, free and clear of all Encumbrances other than Permitted Encumbrances, and HEP Tulsa assumes the HEP Tulsa Assumed Liabilities; (ii) a Xxxx of Sale substantially in the form attached hereto as Exhibit B(2) pursuant to which the Seller conveys (or causes its Affiliates to convey, as applicable) to Xxxxx Tulsa all right, title and interest in and to the Assets, other than the Owned Real Properties, the HEP Tulsa Assets and the Assigned Contracts, free and clear of all Encumbrances other than Permitted Encumbrances, and Xxxxx Tulsa assumes all of the Assumed Liabilities other than the HEP Tulsa Assumed Liabilities; and (iii) an Assignment and Assumption Agreement (an “Assignment Agreement”), substantially in the form attached hereto as Exhibit B(3), pursuant to which the Seller conveys (or causes its Affiliates to convey, as applicable) to Xxxxx Tulsa all right, title and interest in and to the Assigned Contracts; provided that the Phillipsburg Terminal Lease shall be assigned to Xxxxx Asphalt Company, an Affiliate of Xxxxx Tulsa; 2.9.1.4 [intentionally omitted]; 2.9.1.5 such resolutions and certificates, including incumbency certificates, as the Buyers or the Title Company shall cause each require to evidence the due authorization of the following execution and performance of this Agreement and the documents to be delivered pursuant hereto and the consummation of the transactions contemplated hereby and thereby, and the Articles of Incorporation and by-laws, as amended, of Seller, SOC and Seller Guarantor, certified by the secretary of the respective corporation; 2.9.1.6 subject to Parent: the Seller not being required to make any representations, warranties or certifications or other statements that are greater than the representations and warranties of the Seller to the Buyers in this Agreement, all affidavits, indemnities and other agreements reasonably and customarily required by the Title Company to delete the following standard title insurance exceptions: (i) instruments evidencing the resignation rights or claims of all directors and officers parties in possession of the Company; land not shown by the public record, (ii) General Releases from each officer and/or director of any liens on title, arising now or prior to the CompanyClosing Date, as well as each Shareholder who is not an officer or director of the Companyfor labor and material, duly executed by the applicable releasor; (iii) payment of all real property taxes and assessments due and payable not shown by the public record and (iv) any other standard title exception typically removed by the Title Company without additional charge by the production by the Seller of an affidavit of title; 2.9.1.7 a certificate duly executed of good standing, issued by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority State of the Company State of Wyoming, in respect of the Seller and dated no earlier than five (5) business days prior to consummate the transactions contemplated Closing Date; 2.9.1.8 a certificate of the Seller’s qualification to do business in Oklahoma issued by the Transaction Documents Secretary of State of Oklahoma and dated within a reasonable period of time prior to which it the Closing Date; 2.9.1.9 all approvals and actions of, filings with and notices to any Governmental Authority necessary to permit the Seller to perform its obligations under this Agreement, but only to the extent the Seller has obtained such approvals or actions of such Governmental Authorities; 2.9.1.10 a Transition Services Agreement in substantially the form attached hereto as Exhibit C (the “Transition Services Agreement”); 2.9.1.11 a Guaranty Agreement in favor of each Buyer executed by the Seller Guarantor in the form attached hereto as Exhibit D; 2.9.1.12 a Refined Products Purchase Agreement with Xxxxx Tulsa in substantially in the form attached hereto as Exhibit H; 2.9.1.13 the certification of non-foreign status in the form attached hereto as Exhibit F; 2.9.1.14 all certificates of ownership for all registered motor vehicles included in the Assets, along with all completed documents, certificates or other instruments necessary to transfer ownership of such motor vehicles, free of any Encumbrances, to Buyers (provided that, to the extent the Seller is a Party; (B) unable to deliver such instruments at Closing after using commercially reasonable efforts, the full force and effect of Seller may deliver such instruments within 10 days following Closing if the organizational documents 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 Seller continues to insure any vehicle for which the Company is a Party; (iv) certificates from appropriate government officials (each dated as applicable instruments were not available at Closing until delivery of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(psuch instruments); and 2.9.1.15 [Intentionally withheld].; 2.9.1. 16 a Terminalling Agreement in a mutually agreed upon form (vithe “Terminalling Agreement”) all between Xxxxx Tulsa and Seller or SOC, as applicable, that provides for, among other customary instruments things that, for a period of up to 180 days after Closing, Xxxxx Tulsa will store Excluded Hydrocarbon Inventory located at the Facilities and documents in transactions of this kind reasonably requested the Phillipsburg terminal on the Closing Date, for a fee payable to Xxxxx Tulsa by Parent. (b) Parent shall cause each of the following Seller equal to be delivered to the Shareholders: (i) the monthly xxxx under the Phillipsburg lease, from Coffeyville be prorated based on a certificate simple monthly average of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants each of Xxxxx Tulsa’s and the truth Seller’s inventories at the Phillipsburg terminal during such month, and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by with respect to such Excluded Hydrocarbon Inventory at the Secretary (or Assistant Secretary) of Parent certifying as to: (A) Tulsa Refinery, with the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing terminal fees based upon the authority of Parent to consummate current fees at 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as Phillipsburg terminal, escalated equivalent to the good standing of Parent, Merger Subsidiary $0.20/bbl/month storage lease fee and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization$7.50/ton loading fee (from the Phillipsburg Terminal Lease) plus the same energy cost charged at the Phillipsburg terminal; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause each of At the following Closing, Seller will deliver to be delivered to ParentBuyer: (i) instruments evidencing the resignation of all directors Assignment and officers of the CompanyAssumption Agreement, duly executed by Seller; (ii) General Releases from each officer and/or director the Xxxx of the Company, as well as each Shareholder who is not an officer or director of the CompanySale, duly executed by the applicable releasorSeller; (iii) the Services Agreement, duly executed by Seller, (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 Seller; (v) a certificate duly executed of Seller’s non-foreign status as set forth in Treasury Regulation 1445-2(b); (vi) a certificate of the secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying that (A) attached thereto is a true, correct and complete copy of (1) the articles of incorporation of Seller, certified as of a recent date by the Secretary of State of Delaware and the Company certifying as to: bylaws of Seller, (A2) resolutions duly adopted by the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing stockholders of Seller authorizing the authority performance of the Company to consummate Transactions and the transactions contemplated by execution and delivery of the Transaction Documents to which it is a Party; party and (3) a certificate of existence or good standing as of a recent date of Seller from the State of Delaware and a certificate of good standing as of a recent date of Seller from each state in which it conducts business, and (B) the full force and effect resolutions referenced in subclause (A)(2) are still in effect; (vii) a certificate from an officer of Seller setting forth Seller’s good faith estimate as of the organizational documents Closing Date of (A) the Estimated Seller-Owed Commissions and (B) the estimated book value of the Company attached thereto Acquired Assets; (viii) duly executed and delivered Estoppel Certificates from lessors under Office Leases as exhibits; and reasonably requested by Buyer (Cincluding the Scottsdale Office); (ix) the incumbency JV Interests; (x) proprietary information and signature invention assignment agreements in form and substance reasonably acceptable to Buyer, duly executed by the Principals; and (xi) such other documents as may be necessary or advisable to consummate the transactions contemplated hereby, as Buyer may reasonably request. (b) At the Closing, Buyer will deliver to Seller: (i) By wire transfer of immediately available funds to an account designated by Seller to Buyer in writing at least two (2) Business Days prior to the officers Closing Date, an amount equal to the sum of: the Estimated Book Value Amount plus the Franchise Premium plus the Estimated Seller-Owed Commissions, minus the Assumed PTO, minus the Assumed Pre-Closing Benefit Plan Liabilities, minus the Assumed Accrued Bonuses, plus or minus any amounts owed under Section 3.5 (Allocation of Expenses); (ii) the Company who have Assignment and Assumption Agreement, duly executed by Buyer; (iii) the Transaction Documents to which the Company is a PartyServices Agreement, duly executed by Buyer; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation;Class I Units; and (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all such other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to as may be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (necessary or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent advisable 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 Parent attached thereto hereby, as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party;Seller may reasonably request. (iiic) a certificate from an appropriate government official At the Closing, each Principal will deliver to Buyer such individual’s Employment Agreement, duly executed by such Principal. (dated as of a recent dated) certifying as At the Closing, Buyer will deliver to each Principal such individual’s Employment Agreement, duly executed by Buyer. (e) At the Closing, Buyer will deliver the Non-Compete Payments. (f) At the Closing, each Stockholder will deliver to Buyer such Stockholder’s duly executed signature page to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; andBuyer LLC Agreement. (ivg) all other instruments and documents for transactions of similar nature reasonably requested by At the CompanyClosing, Buyer shall deliver the Class I Units to Seller in accordance with Schedule 3.4.

Deliveries at the Closing. In Conditioned upon the Member and the Company executing Joinders and delivering them to Buyer to become parties to this Agreement, in addition to the other requirements set forth herein, at the Closing: (a) The Company Parent and the Member shall cause each of the following to be delivered to ParentBuyer: (i) a certificate representing the Membership Interests, issued in the name of or endorsed to Buyer, if the Membership Interests are certificated, and an assignment and assumption of Membership Interests in form reasonably acceptable to counsel to the parties (the “Assignment and Assumption of Membership Interests”) executed by the Member conveying the Membership Interests to Buyer pursuant to the terms of this Agreement, and any other documents that are necessary to transfer to Buyer good, valid and marketable title to all the Membership Interests free and clear of all Liens; (ii) instruments evidencing the resignation of all the directors and officers of the CompanyCompany specified on Schedule 1.5(a)(ii); (iiiii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Companycertificate called for by Section 7.1(b), duly executed by an executive officer or manager of the applicable releasorMember; (iiiiv) 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 governing body and shareholders the Member (in its capacity as such) attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Partyparty; and (B) the full force and effect of the organizational documents articles of organization and operating agreement of the Company attached thereto as exhibits; exhibits and the absence of any other agreements relating to the governance of the Company; (Cv) a certificate duly executed by the Secretary of the Member certifying as to: (A) the incumbency full force and signature effect of resolutions of its board of directors (or other governing body) and, if required under the limited liability company agreement of the officers Member, its members attached thereto as exhibits evidencing the authority of the Company who have executed Member to consummate the transactions contemplated by the Transaction Documents to which the Company it is a Partyparty; and (B) the full force and effect of the articles of organization and operating agreement of the Member attached thereto as exhibits; (ivvi) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in Louisiana; (vii) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Member in Louisiana; (viii) a certificate that the Member is not a foreign person subject to withholding under Section 1445 of the Code and the regulations promulgated thereunder, duly executed by the Member; (ix) all books and records of the Company whether in physical or electronic form, including the Company’s minute books, if any, records relating to formation, and information of the Company held by the Member or its jurisdiction of organization Affiliates (other than the Company); provided the Member and its Affiliates shall use their reasonable best efforts to transmit to Buyer or the Company on the Closing Date any Company data files run on the Timberline and Buzzsaw construction management software; (x) the Shared Space Agreements (in each jurisdiction case executed by a subsidiary of Parent); (xi) the lien waivers described in Section 6.17; (xii) all of the Release Confirmations described in Section 6.15; and (xiii) all other instruments and documents reasonably requested by Buyer (not to include title insurance with respect to the Leased Real Property) or otherwise required to be delivered by Parent, the Member or an Affiliate thereof under the terms of this Agreement. (b) Buyer shall cause the Closing Date Purchase Price (minus the Pre-Closing Deposit and all income thereon but including the Deferred Amount Note) to be delivered as contemplated by Section 1.3(b) and shall cause each of the following to be delivered to Parent and the Member: (i) the Assignment and Assumption of Membership Interests executed by Buyer, pursuant to which Buyer shall accept assignment of the Membership Interests and assume the obligations of the Member as sole member of the Company; (i) the certificate called for by Section 8.1, duly executed by Buyer; (ii) a certificate duly executed by the Secretary or an 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 qualified to conduct business a party; and (B) the full force and effect of the articles of incorporation and bylaws of Buyer attached thereto as exhibits; (iii) the Shared Space Agreements (in each case executed by Buyer or a foreign corporationsubsidiary of Buyer); (iv) the approval of the LGCB for Buyer’s assignment and assumption of Membership Interests and any related approvals from Government Authorities, including approval of Buyer and the transactions contemplated by this Agreement by the FTC; (v) the FIRPTA Certificate called for Buyer Guaranty, duly executed by Section 5.7(p)Buyer; and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentParent and the Member or otherwise required to be delivered by Buyer under the terms of this Agreement. (bc) Parent and Buyer shall each execute and deliver to the Deposit Escrow Agent a joint notice directing the Deposit Escrow Agent to pay the Pre-Closing Deposit (and all income thereon) to the Member as part of the Closing Date Purchase Price. (d) Parent shall cause each of the following to be delivered to the ShareholdersBuyer: (i) a the certificate of Parentcalled for by Section 7.1(a), duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or an Assistant Secretary) Secretary of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Partyparty; and (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following Management Sellers will deliver to be delivered to ParentBuyer: (i) instruments evidencing certificates representing the resignation of all directors and officers of the CompanySale Shares held by them, accompanied by share transfer forms duly endorsed in blank in proper form for transfer to Buyer; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasorcertificate to be delivered pursuant to Section 6.1(c); (iii) a (as agents for each Acquired Entity) all its statutory books (written up to the Business Day immediately preceding Closing) and its common seal (if any), certificate duly executed by of incorporation, any certificate or certificates of incorporation on change of name and any other documents and records being available at the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartyLeased Real Property; (iv) certificates duly executed deeds of release in Agreed Form releasing the Company and each Acquired Entity from appropriate government officials (each dated as of a recent date) certifying as to the good standing all Guarantees given by any Acquired Entity in respect of the Company in its jurisdiction liabilities of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationany Seller or any of their Affiliates; (v) the FIRPTA Certificate called deeds and documents of title to Leased Real Property and all ancillary documents; (vi) (if not already delivered) the duly executed Disclosure Letter and Closing Disclosure Letter and accompanying disclosure bundles and CD Roms; (vii) a deed of termination in respect of the Investment Agreement duly executed by or on behalf of the Management Sellers; (viii) the Employment Agreements, duly executed by or on behalf of the appropriate parties thereto (other than Buyer); (ix) a certificate of Management Sellers in the Agreed Form certifying as to the amounts (and components thereof) of (A) the aggregate Indebtedness of the Acquired Entities, calculated in accordance with the provisions of Schedule 1 and (B) the aggregate final fees and expenses of the Acquired Entities in connection with the Transactions, as set out in Schedule 3 (the “Agreed Fees”), and confirming that the Indebtedness of the Acquired Entities has not changed and that the Agreed Fees have not changed; (x) a certificate from the insurance broker of the Acquired Entities, confirming the continuation of the Acquired Entities: (a) directors’ and officers’ liability insurance for by Section 5.7(p)the outgoing directors and officers following Closing; and (vib) all other customary instruments insurance cover for insurance claims arising after Closing relating to events that occurred prior to Closing; (xi) the Banks’ Debt Release Documents; (xii) the SH Subscription and documents Call Option Agreement, duly executed by Xxxxx Xxxxxx; (xiii) a pre-stamping voting attorney in transactions of this kind reasonably requested by Parentthe Agreed Form; (xiv) the KPMG Comfort Letter; and (xv) the New FOREX Agreement. (b) Parent shall cause each of the following Xxxxxxx will deliver to be delivered to the ShareholdersBuyer: (i) a certificate of Parent, certificates representing the Sale Shares held by it accompanied by share transfer forms duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties endorsed in this Agreements, blank in each case as of Closingproper form for transfer to Buyer; (ii) a certificate the duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartySecurity Documents; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as certificates representing the Loan Notes issued to Xxxxxxx by the Company pursuant to the good standing terms of Parentthe Loan Note Instrument; (iv) a deed of termination in respect of the Investment Agreement duly executed by or on behalf of it; (v) evidence satisfactory to the Buyer that all principal and interest due to Xxxxxxx under the Loan Notes has been capitalized and no amounts remain owing to Xxxxxxx under the Loan Notes, Merger Subsidiary which have been redeemed in full and Double Merger Subsidiary cancelled; (vi) evidence satisfactory to the Buyer that all security granted in their respective jurisdictions favour of formation and/or organizationXxxxxxx (or any member of the Xxxxxxx Group) over the assets of the Acquired Entities or the share capital of any Acquired Entity has been released; and (ivvii) all a pre-stamping voting attorney in the Agreed Form; and (c) The Management Sellers shall: (i) cause the transfers mentioned in sub-clauses (a)(i) and (b)(i) above to be resolved to be registered (subject only to their being duly stamped) notwithstanding any provision to the contrary in the Articles of Association of any Acquired Entity; (ii) deliver to the Buyer Agreed Form letters (executed as deeds) from each Director of the Acquired Entities (other instruments than Xxxxx Xxxxxx) and documents the Secretary of each Acquired Entity, agreeing to resign from such positions upon new Directors and a new Secretary being appointed to each Acquired Entity, acknowledging that they have no claim outstanding for transactions compensation for loss of similar nature reasonably requested by office . (iii) cause the CompanyCompany to adopt the New Company Articles as its articles of association. (d) The Buyer shall: (i) allot and issue the Consideration Shares to Xxxxxxx, the MSP Subscriber Shares to MSP and the SH Subscriber Shares to Xxxxx Xxxxxx; (ii) to the extent that they have not already been appointed, cause Xxxxx X. Xxxxx, Xxxxx X.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company Purchaser shall cause each of deliver to the following to be delivered to Parent:Seller Parties (i) instruments evidencing the resignation of all directors and officers Purchase Price as provided for in Section 1.2; and (ii) a Certificate of the CompanySecretary of Purchaser certifying as to the incumbency of the Purchaser’s officers authorized to enter into this Agreement on behalf of Purchaser, as to the continuing effectiveness of any corporate resolutions of Purchaser authorizing Purchaser to consummate the transactions contemplated hereby (attaching the appropriate resolutions), and as to the representations of Purchaser under Article 5 hereof. (b) Seller Parties shall deliver to Purchaser (i) certificates representing the Shares with applicable stock transfer tax stamps, if any, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form acceptable for transfer on the books of the Corporation and with any other documents that are necessary to deliver to Purchaser good and valid title to the Shares; (ii) General Releases from each officer and/or director Certification of Trust of Rxxxxx Xxxxxxxxx, as trustee of the CompanyTrust, regarding his status and authority as well Trustee, in the form attached as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor;Exhibit 2.2(b)(ii) hereto. (iii) a certificate duly executed by the Secretary books and records of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartyCorporation; (iv) certificates from appropriate government officials (the executed Non-Competition and Non-Solicitation Agreements, for each dated Seller Party, as of a recent date) certifying as to the good standing of the Company defined in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationSection 3.2 hereof; (v) legal opinion of counsel to Seller Parties in the FIRPTA Certificate called for by Section 5.7(pform attached as Exhibit 2.2(b)(v); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parentthe executed Employee Agreements. (bc) Parent Seller Parties and Purchaser shall cause each of deliver to one another the following executed Lease Agreement (as defined in Section 3.1 hereof), together with all keys to the premises leased thereunder. (d) Each party hereto shall deliver to the appropriate recipient all other previously undelivered documents, instruments, and writings required to be delivered by it or him at or prior to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties Closing pursuant to this Agreement or otherwise required in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companyconnection herewith.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At the Closing, Purchaser and AMSC shall cause each of deliver the following to be delivered to Parentfollowing: (i) instruments evidencing to the resignation of all directors and officers Escrow Agent, the MAI Purchase Price in immediately available funds, pursuant to the terms of the CompanyEscrow Agreement; (ii) General Releases from each officer and/or director of to the CompanySeller, as well as each Shareholder who is not an officer the MAA Purchase Price, represented by one or director of the Companymore certificates evidencing AMSC Common Stock and, duly executed by the applicable releasorif applicable, AMSC Warrants; (iii) a certificate duly executed by the Secretary of the Company certifying as to: (A) the full force and effect to Seller, certified copies of resolutions duly adopted by AMSC and Purchaser constituting all necessary corporate authorization for the consummation by AMSC and Purchaser of its board of directors and shareholders 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 organizational documents 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 Partythis Agreement; (iv) certificates from appropriate government officials (each dated to Seller, certified copies of meeting minutes and resolutions duly adopted by the shareholders of AMSC Common Stock approving the transactions contemplated herein, as of a recent date) certifying as and to the extent required under the Rules of the National Association of Securities Dealers, Inc. ("NASD") (the "AMSC Shareholder Approval"); (v) to Seller, the certificate required by Section 6.2(d); (vi) to Seller, certificates of incumbency for all relevant officers or directors of AMSC and Purchaser executing this Agreement and any other documents pursuant to this Agreement; (vii) to Seller, an opinion or opinions of counsel to AMSC and Purchaser in form and substance reasonably satisfactory, including opinions with respect to the due organization and good standing of AMSC and Purchaser, due authorization of AMSC and Purchaser to consummate and perform their respective obligations under the Company Agreement and Collateral Agreements, and the due authorization and valid issuance of the AMSC Common Stock to Seller; (viii) to Seller, an executed Registration Rights Agreement; and (ix) to Seller, such other documents, instruments, certificates and writings as reasonably may be requested by Seller at least three Business Days prior to the Closing. (b) At the Closing, Seller shall deliver the following: (i) to the Purchaser, the stock certificates representing all of the Shares, endorsed in blank or accompanied by duly executed instruments of transfer; (ii) to AMSC and Purchaser, the certificates required by Section 6.1(d); (iii) to AMSC and Purchaser, certified copies of the certificate of incorporation and by-laws or comparable organizational documents of MAA, MAI and each of the Subsidiaries and evidence of good standing of each in its respective jurisdiction of organization incorporation and in each jurisdiction in which it where each is qualified to conduct transact business as a foreign corporation; (iv) to AMSC and Purchaser, the written resignations effective as of the Closing Date of all directors and officers of MAA, MAI and each of the Subsidiaries; (v) to AMSC and Purchaser, the FIRPTA Certificate called for minute books, corporate seals and stock ledger, or analogous documents, of MAA, MAI and each of the Subsidiaries together with certificates evidencing all of the outstanding shares of stock, or other comparable evidence of ownership interest, issued by Section 5.7(p); andeach of the Subsidiaries; (vi) all other customary instruments to AMSC and documents Purchaser, an opinion or opinions of counsel to Seller in transactions form and substance reasonably satisfactory, including opinions with respect to the due organization and good standing of this kind reasonably requested by Parent. (b) Parent shall cause each Seller, MAA, MAI and the Subsidiaries, due authorization of Seller, MAI and MAA to consummate and perform their respective obligations under the Agreement and Collateral Agreements, and the due authorization and valid issuance of the following MAA Shares and MAI Shares to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingSeller; (iivii) a certificate duly executed to AMSC and Purchaser, such other documents, instruments, certificates and writings as reasonably may be requested by the Secretary (AMSC or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as Purchaser at least three Business Days prior to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyClosing.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause each of At the Closing, the following to documents and agreements shall be duly executed and delivered to Parentby Acquiror, Acquiror Sub, Parent and Holdings, as applicable, and any other parties thereto: (i) instruments evidencing the resignation of all directors and officers of the CompanyStockholders' Agreement (as hereinafter defined); (ii) General Releases from each officer and/or director the Trademark License Agreement (as hereinafter defined); (iii) the Transition Services Agreement (as hereinafter defined); (iv) the Escrow Agreement (as hereinafter defined); (v) the Transitional License Agreement (as hereinafter defined); (vi) the Non-Competition Agreement (as hereinafter defined); (vii) IT Agreement (as hereinafter defined); (viii) the License Amendment Agreement (as hereinafter defined); and (ix) articles of merger and a plan of merger (together, the Company"Articles of Merger"), as well as each Shareholder who is not substantially in the form of Exhibit C hereto. (b) At the Closing, Acquiror and Acquiror Sub shall deliver or cause to be delivered to Parent and Holdings: (i) duly executed stock certificates representing the shares of Acquiror Sub Series A Preferred Stock and Acquiror Sub Series C Preferred Stock to be issued in the Merger pursuant to Section 1.14(a) hereof; (ii) an officer or director instrument of assumption, substantially in the Companyform of Exhibit D hereto (the "Instrument of Assumption"), duly executed by Acquiror Sub, evidencing the applicable releasorassumption by Acquiror Sub of the Holdings Indebtedness; (iii) a certificate duly executed payment by wire transfer of immediately available funds in an amount equal to the Secretary of Intercompany Indebtedness (as hereinafter defined) to a bank account designated in writing by Parent at least two (2) business days prior to the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartyClosing Date; (iv) certificates from appropriate government officials an undertaking substantially in the form of Exhibit E hereto (each dated the "Undertaking") and any other documents and agreements with third parties as of a recent datemay be reasonably necessary to evidence (a) certifying as to the good standing assumption by Acquiror Sub of the Company Transferred Liabilities (other than the Holdings Indebtedness and the Intercompany Indebtedness) or (b) the guaranties, letters of credit and/or letters of comfort referred to in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationSection 5.17(b) hereof; (v) a certificate of Acquiror executed on its behalf by a duly authorized executive officer of Acquiror, certifying as to the FIRPTA Certificate called for by Section 5.7(p)satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; and (vi) all such other customary instruments and or documents in transactions of this kind as may reasonably be requested by ParentHoldings in order to effect the transactions contemplated by this Agreement. (bc) Parent At the Closing, Acquiror and Acquiror Sub shall deliver or cause each of the following to be delivered to the Shareholders:Escrow Agent the wire transfer referred to in Section 2.2 hereof. (id) a certificate of ParentAt the Closing, duly executed by Parent, regarding compliance by the Parent with its covenants Holdings shall deliver or cause to be delivered to Acquiror and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.Acquiror Sub:

Deliveries at the Closing. In addition to the other requirements set forth herein, at At or before the Closing: (a) The Company the Contributors shall deliver, or cause each of the following to be delivered delivered, to Parentthe General Partner the following: (i) instruments evidencing transfer documents in such form as shall be reasonably satisfactory to the resignation of all directors and officers MLP to transfer ownership of the CompanyTriton Interests; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasorofficer's certificate referred to in Section 7.2(c); (iii) a certificate duly executed by counterparts to the Secretary of Registration Rights Agreement, which agreement shall be in the Company certifying form attached hereto as to: Exhibit B (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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"Registration Rights Agreement"); (iv) the company minute books and members register/transfer ledgers of Triton; and (v) all the other documents, certificates from appropriate government officials and other instruments required to be delivered, or caused to be delivered, by the Contributors pursuant hereto. (each dated as of a recent dateb) certifying as the Atlas Entities, Resource America and the Resource America Entities shall deliver, or cause to be delivered, to the good standing Contributors the following: (i) certificates representing the New Common Units, the New Subordinated Units and the Deferred Participation Units in the aggregate amounts set forth in Section 1.2, which, with respect to each of the Company Contributors, shall be allocated to the Contributors as the Contributors shall set forth in its jurisdiction of organization writing prior to the closing; (ii) the officer's certificates referred to in Section 7.3(c); (iii) the applicable Atlas Entities, Resource America and Resource America Entities shall have duly executed and delivered the Amended and Restated Master Natural Gas Gathering Agreement, which agreement shall be in each jurisdiction the form attached hereto as Exhibit C; (iv) the applicable Atlas Entities, Resource America and Resource America Entities shall have duly executed and delivered the Transition Services Agreement, which agreement shall be in which it is qualified a form reasonably acceptable to conduct business as a foreign corporationthe Contributors and Resource America; (v) the FIRPTA Certificate called for by applicable Atlas Entities and Resource America Entities shall have duly executed and delivered the Registration Rights Agreement; (vi) the General Partner shall have duly executed and delivered the MLP Agreement Amendment; (vii) the General Partner and the MLP shall have duly executed and delivered the Second Amended and Restated Agreement of Limited Partnership of the OLP, which agreement shall be in the form attached hereto as Exhibit D (the "OLP Agreement Amendment"); (viii) the Opinion of Counsel required to be delivered pursuant to Section 5.7(p)6.8; and (viix) all the other customary documents, certificates and other instruments required to be delivered or caused to be delivered, by the General Partner, the MLP, Resource America and documents in transactions of this kind reasonably requested by Parentthe entities other than the Contributors pursuant hereto. (bc) Parent At the Closing, the General Partner shall cause each the MLP to exchange all of the following subordinated limited partnership units of the MLP outstanding immediately prior to Closing (the "Subordinated Units") held by the General Partner for 1,481,026 newly issued Common Units to be issued in the name of, and delivered to to, Resource America or its affiliates (the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company"Resource America Common Units").

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following Seller will deliver to be delivered to ParentBuyer: (i) instruments evidencing certificates representing the resignation Shares, free and clear of all directors any Encumbrances, transfer restrictions or restrictive legends (other than as contemplated by the Security Documents), registered in such names and officers of in such denominations as may be requested by Buyer (provided that such Shares upon reissue will be subject to the CompanySecurity Agreement and Pledge Agreement), duly endorsed or accompanied by duly executed stock powers; (ii) General Releases from each officer and/or director a duly executed Seller's certificate, substantially in the form of the CompanyExhibit F, as well as to whether each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasorcondition specified in Sections 8.1(a)-(c) has been satisfied; (iii) a certificate duly executed Seller's certificate by Attorney-in-Fact, substantially in the Secretary form of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartyExhibit G; (iv) certificates from appropriate government officials (each dated resignations, effective as of a recent date) certifying as to the good standing Closing, of the Company in its jurisdiction directors and officers of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationthe Acquired Entities; (v) the FIRPTA Certificate called for Transition Services Agreement, duly executed by Section 5.7(p)Holland America Line Inc.; (vi) the Trademark License Agreement, duly executed by HAL Antillen; (vii) the Security Agreement, duly executed by HAL Antillen; and (viviii) all other customary instruments and documents in transactions of this kind reasonably requested the Pledge Agreement, duly executed by ParentHAL Antillen. (b) Parent shall cause each of the following Buyer will deliver to be delivered to the ShareholdersSeller: (i) a certificate of Parentthe Buyer Note, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingBuyer; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyCash Payment; (iii) a certificate from an appropriate government official (dated as duly executed Officers' certificate, substantially in the form of a recent date) certifying Exhibit H, as to whether each condition specified in Sections 8.2(a)-(c) has been satisfied; (iv) a duly executed Secretary's certificate, substantially in the good standing form of ParentExhibit I; (v) the Transition Services Agreement, Merger duly executed by Buyer; (vi) the Security Agreement, duly executed by Buyer, the Company, Wind Star Limited, Wind Spirit Limited and Surf Limited; (vii) the First Preferred Mortgages, each duly executed by the relevant parties identified therein; (viii) the Deeds of Covenants, each duly executed by the relevant parties identified therein; (ix) the Pledge Agreement, duly executed by Buyer; (x) the Trademark License Agreement, duly executed by the Company; (xi) the Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationGuarantee, duly executed by the relevant parties; and (ivxii) all other instruments and documents for transactions of similar nature reasonably requested the Parent Guarantee, duly executed by the Company.Ambassadors International, Inc.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company each Principal Member shall deliver, or cause to be delivered, each of the following to be delivered to ParentParent and Merger Sub: (i) instruments evidencing the resignation of all directors and officers of the Companycertificates called for by Section 7.2(e), duly executed by such Principal Member; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) a certificate duly executed by the Secretary (or individual with comparable authority) of the Company such Principal Member certifying as to: (A) the full force and effect of resolutions of its board of directors (or comparable governing body) and shareholders members attached thereto as exhibits evidencing the authority of the Company such Principal Member to consummate the transactions Transactions contemplated by the Transaction Documents to which it is or will be a Partyparty; (B) the full force and effect of the organizational documents certificate of formation and limited liability company agreement of such Principal Member attached thereto as exhibits; and (C) the incumbency and signature of the officers of such Principal Member who have executed the Transaction Documents to which such Principal Member is or will be a party; and (iii) an IRS Form W-9, duly executed by each Principal Member; (b) the Company shall deliver, or cause to be delivered, each of the following to Parent and Merger Sub: (i) the certificate called for by the first sentence of Section 7.2(e), duly executed by the Company; (ii) a certificate duly executed by the Chief Executive Officer of the Company certifying as to: (A) the full force and effect of the Member Consent, (B) the full force and effect of the certificate of formation and the Company LLC Agreement 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 or will be a Partyparty; (iviii) 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 its jurisdiction their respective jurisdictions of organization and in each jurisdiction in which it is they are qualified to conduct business as a foreign corporationlimited liability company; (iv) evidence, in form and substance reasonably satisfactory to Parent, of the termination of the Contracts listed on Schedule 1.4(b)(iv), in each case, effective prior to the consummation of the Closing and with a full release of any further liability or obligation to the Company or any of its Subsidiaries; (v) all consents, waivers and approvals with respect to the FIRPTA Merger and the other Transactions as set forth on Schedule 1.4(b)(v), in form and substance reasonably satisfactory to Parent; (vi) the Support Agreement, duly executed by the Requisite Company Members; (vii) evidence in form and substance reasonably satisfactory to Parent of the filing with the Secretary of State of Delaware by the Company of the Certificate called for of Merger and the Amended Certificate of Formation; (viii) the Escrow Agreement, duly executed by Section 5.7(p)the Equityholders’ Representative; (ix) the Real Estate Transfer Agreement, duly executed by the Real Estate Buyer and the Real Estate Seller; (x) the Facility Lease Termination Agreement, duly executed by the Company and the Real Estate Seller; (xi) instruments in form and substance reasonably satisfactory to Parent necessary to record the termination and removal of all Liens (other than (i) Permitted Liens and (ii) Real Estate Permitted Liens) on any asset of any Group Company; (xii) a general release, in form and substance reasonably acceptable to Parent, duly executed by each Incentive Grantee with respect to their respective Promised Incentive Grants; and (vixiii) all other customary instruments and documents in transactions of this kind reasonably requested the Employment Agreement, duly executed by Parent.Thorappadi Xxxxxxxxx; (bc) Parent and Merger Sub shall deliver, or cause to be delivered, each of the following to be delivered to the ShareholdersCompany: (i) a the certificate of Parentcalled for by Section 7.3(c), duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingMerger Sub; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) an executive officer of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits an exhibit evidencing the authority of Parent to consummate the transactions Transactions contemplated by the Transaction Documents to which it is or will be a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibitsparty; and (CB) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is or will be a Partyparty; (iii) a certificate from an appropriate government official duly executed by the Secretary (dated as or Assistant Secretary) of a recent date) Merger Sub certifying as to: (A) the full force and effect of resolutions of its board of managers and sole member attached thereto as exhibits evidencing the authority of Merger Sub to consummate the good standing Transactions contemplated by the Transaction Documents to which it is or will be a party; and (B) the incumbency and signature of the officers of Merger Sub who have executed the Transaction Documents to which Merger Sub is or will be a party; (iv) the Escrow Agreement, duly executed by Parent and the Escrow Agent; (v) an IRS Form W-9, duly executed by Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (vi) the Employment Agreement for Thorappadi Xxxxxxxxx, duly executed by Parent; (d) on the terms and subject to the conditions set forth in this Agreement, Parent shall pay or deposit, as the case may be, or cause to be paid or deposited, as the case may be: (i) to the Exchange Agent the Estimated Cash Merger Consideration, by wire transfer of immediately available funds in accordance with the Exchange Agent Agreement, for distribution by the Exchange Agent in accordance with Sections 1.7(a) and 2.1 to the Company Members by wire transfer of immediately available funds in accordance with the written wire instructions provided by the applicable Company Member in the Letter of Transmittal; (ii) to the Exchange Agent the Restricted Shares; (iii) to the Escrow Agent the Cash Merger Consideration Adjustment Escrow Amount and the Indemnity Escrow Amount to be held in escrow in accordance with Section 1.10 and Section 9.8, respectively, and the Escrow Agreement; (iv) all to the PPP Lender (or its designee) the PPP Loan Escrow Amount to be held in escrow in accordance with Section 9.9 and the PPP Loan Escrow Agreement; (v) to the Equityholders’ Representative the Representative Expense Fund for use in accordance with Section 10.15; (vi) to the payees thereof, the Closing Company Transaction Expenses set out in the Preliminary Statement (including any Change of Control Payments payable to employees of a Group Company to be paid through the Company’s payroll systems on or prior to the next regular payroll date that is at least ten (10) Business Days following the Closing, less any required withholding); and (vii) (i) to the provider of the RWI Insurance Policy the outstanding portion of the premium and any other instruments amounts payable under the RWI Insurance Policy (fifty percent (50%) of which shall be included as a Closing Company Transaction Expense under Section 10.1) and documents for transactions (ii) to the applicable providers, the other Estimated Company Transaction Expenses on behalf of similar nature reasonably requested the Company and its Subsidiaries to the extent unpaid at Closing, in the case of this clause (ii), subject to and in accordance with the written instructions provided by the CompanyCompany to Parent at least three (3) Business Days prior to the Closing.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At or prior to the Closing, Seller Parent shall deliver or cause each of the following to be delivered to ParentBuyer the following: (i) with respect to the Acquired Assets, bills of sale in form and substance mutually agreed upon by Buyer and Seller Parent, each acting reasonably (the “Bills of Sale”) and any other deeds, assignments and other instruments evidencing the resignation of transfer necessary to transfer and assign all directors right, title and officers interest of the CompanySellers in, to and under the Acquired Assets (exclusive of the Real Property) (the “Transfer Documents”), duly executed by the appropriate Sellers; (ii) General Releases from the Ancillary Agreements to which each officer and/or director of the Company, as well as each Shareholder who Seller is not an officer or director of the Companya party, duly executed and delivered by such Seller, to the applicable releasorextent not executed and delivered by such parties prior to Closing; (iii) a certificate duly the Assignment of Intellectual Property, executed by the Secretary appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register any Assigned Intellectual Property in the name of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartyBuyer or designee thereof; (iv) the Assignment of Trademarks, executed by the appropriate Sellers, and any and all documents, agreements, certificates from appropriate government officials (each dated and other instruments as may be necessary to register the trademarks constituting Assigned Intellectual Property in the name of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationBuyer or designee thereof; (v) the FIRPTA Certificate called Assignment of Patents, executed by the appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register any patent constituting Assigned Intellectual Property in the name of Buyer or designee thereof; (vi) the Assignment of Copyrights, executed by the appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register any copyright constituting Assigned Intellectual Property in the name of Buyer or designee thereof; (vii) with respect to each parcel of Owned Real Property that is owned by an Asset Seller, a duly executed and acknowledged deed (or local legal equivalent), in each case in proper recordable form and sufficient to vest in Buyer good and marketable title to each such parcel of Owned Real Property, in each case free and clear of all Encumbrances other than Permitted Encumbrances (collectively, the “Deeds”), together with such affidavits, tax forms, and other documentation as may be required by applicable Law to allow for recordation; (viii) an assignment and assumption agreement relating to each Real Estate Lease held by an Asset Seller, in form and substance to be mutually agreed by Buyer and Seller Parent, each acting reasonably (subject to any modifications advisable to comport with local applicable Law) (the “Assignment and Assumption of Real Estate Leases”); (ix) forms relating to Transfer Taxes (to the extent required from the grantor of property in the applicable jurisdiction); (x) from each Asset Seller conveying a “United States real property interest” (within the meaning of Section 5.7(p897(c) of the Code) an affidavit, sworn to under penalty of perjury, setting forth such Asset Seller’s name, address and federal tax identification number and stating that such Asset Seller is not a “foreign person” within the meaning of Section 1445 of the Code and Treasury Regulation Section 1.1445-2(b); (xi) from each Share Seller conveying a Sold Company that owns a “United States real property interest” (within the meaning of Section 897(c) of the Code), either (i) an affidavit, sworn to under penalty of perjury, setting forth such Share Seller’s name, address and federal tax identification number and stating that such Share Seller is not a “foreign person” within the meaning of Section 1445 of the Code and Treasury Regulation Section 1.1445-2(b), or (ii) a statement issued by the Sold Company pursuant to Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and dated not more than 30 days prior to Closing certifying that interests in the Sold Company are not “United States real property interests” within the meaning of Section 897(c) of the Code and a copy of the notice provided to the IRS in connection with such statement as required pursuant to Treasury Regulation Section 1.897-2(h)(2); (xii) the certificate to be delivered pursuant to Section 7.3; and (vixiii) all such other customary instruments and documents documents, in transactions of this kind form and substance reasonably acceptable to Seller Parent and Buyer, as may be reasonably requested by ParentBuyer to effect the Closing. (b) At or prior to the Closing, Seller Parent shall deliver or cause each of the following to be delivered to Buyer the Shareholdersfollowing: (i) a certificate with respect to the Sold Shares, stock certificates (or local legal equivalent), evidencing the Sold Shares to be sold by such Share Seller (duly endorsed in blank if required by local Law), or accompanied by stock powers (or other instruments of Parenttransfer, effective to transfer the Sold Shares to Buyer) duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closingblank; (ii) a certificate duly executed by the Secretary corporate charters (or Assistant Secretary) local equivalent), minutes and stock record books and corporate seals of Parent certifying as to: (A) each Sold Company, in each case, to the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Partyextent available; (iii) from each Share Seller conveying a certificate from Sold Company that owns Real Property located in the United States, an appropriate government official (dated as affidavit, sworn to under penalty of perjury, setting forth such Share Seller’s name, address and federal tax identification number and stating that such Share Seller is not a recent date) certifying as to “foreign person” within the good standing meaning of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions Section 1445 of formation and/or organizationthe Code; and (iv) all such other instruments and documents for transactions of similar nature documents, in form and substance reasonably acceptable to Buyer and Seller Parent, contemplated to be delivered by it pursuant to Article VII below or otherwise as may be reasonably requested by Buyer to effect the CompanyClosing. (c) At or prior to the Closing, Buyer shall deliver or cause to be delivered to the Sellers the following: (i) the Initial Purchase Price by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent; (ii) duly executed agreements and other documents and instruments providing for the effective assumption of the Assumed Liabilities, in form and substance reasonably acceptable to the Sellers; (iii) the Transfer Documents (to the extent required); (iv) the Assignment of Intellectual Property, the Assignment of Trademarks, the Assignment of Patents and the Assignment of Copyrights; (v) the Assignment and Assumption of Real Estate Leases, each in form and substance reasonably satisfactory to Seller Parent and Buyer and duly executed by Buyer; (vi) the certificate to be delivered pursuant to Section 6.3; (vii) the Ancillary Agreements, duly executed and delivered by Buyer, to the extent not executed and delivered by such parties prior to Closing; and (viii) such other instruments and documents, in form and substance reasonably acceptable to Buyer and Seller Parent, as contemplated to be delivered by it pursuant to Article VI below or otherwise as may be reasonably requested by Seller Parent to effect the Closing. (d) At or prior to the Closing, Seller Parent and Buyer shall, or shall cause their respective Affiliates to, as applicable, execute and deliver each of the following agreements, if Seller Parent and Buyer shall determine that such agreements shall be necessary: (i) the Foreign Implementation Agreements; (ii) the Transition Agreements (together with the Foreign Implementation Agreements, the “Closing Agreements”); and (iii) the IP License Agreement and the Equity Agreement, if any (the “Ancillary Agreements”).

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At the Closing the Seller shall deliver or cause each of the following to be delivered to Parent: the Buyer: (i) instruments evidencing the resignation a duly- executed xxxx of sale for all directors and officers personal property that comprises part of the Company; Purchased Assets (the "Xxxx of Sale"); (ii) General Releases from each officer and/or director a duly-executed counterpart of an assignment and assumption agreement (the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; "Undertaking and Assumption Agreement"); (iii) a certificate duly duly-executed counterpart of a distribution and supply agreement (the "Distribution and Supply Agreement"); (iv) a duly-executed counterpart of a registration rights agreement (the "Registration Rights Agreement"); (v) a duly-executed counterpart of a trademark assignment agreement (the "Trademark Assignment"); (vi) all such other deeds, endorsements, assignments and other instruments as are necessary to transfer to the Buyer good and marketable title to the Purchased Assets at the Closing; (vii) any payments required to be made by the Secretary of Seller to the Company certifying as to: Buyer at the Closing pursuant to Sections 8.15 and 8.16 hereof; and (Aviii) all other previously undelivered documents required hereby to be delivered by the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing Seller to the authority of Buyer at or prior to the Company to consummate Closing in connection with the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentAgreement. (b) Parent At the Closing, the Buyer shall deliver or cause each of the following to be delivered to the Shareholders: Seller: (i) a certificate duly- executed counterpart of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants Undertaking and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; Assumption Agreement; (ii) a certificate duly representing the shares of Common Stock referred to in Section 5.1 hereof; (iii) a duly-executed counterpart of the Distribution and Supply Agreement; (iv) a duly-executed counterpart of the Registration Rights Agreement; (v) a duly-executed counterpart of the Trademark Assignment; (vi) a copy of a signed commitment letter, reasonably satisfactory to the Seller, with respect to the Financing; (vii) a copy of a signed commitment letter, reasonably satisfactory to the Seller, with respect to the $1 million bridge loan facility provided to the Buyer by Exigent Partners, L.P. (the "Bridge Loan"); (viii) a certificate signed by X. Xxxxxxx Stoughton stating that all conditions to drawdown under the Bridge Loan have been met as of the Closing Date; and (ix) all other previously undelivered documents required hereby to be delivered by the Secretary (Buyer to the Seller at or Assistant Secretary) of Parent certifying as to: (A) prior to the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate Closing in connection with 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companythis Agreement.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At or prior to the Closing, IR shall deliver or cause each of the following to be delivered to Parenteach of the respective Buyers: (i) instruments stock certificates (or local legal equivalent) evidencing the resignation of all directors Shares and/or the Venture Interests to be sold by each Stock Seller, duly endorsed in blank, or accompanied by stock powers duly executed in blank and officers of the Companywith any required stock transfer tax stamps affixed; (ii) General Releases a receipt from each officer and/or director Seller for the portion of the CompanyPurchase Price paid to such Seller, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasorcase may be; (iii) the Transaction Agreements to which each Seller is a certificate party, duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 Partyeach relevant Seller; (iv) certificates from appropriate government officials copies of the resolutions (or local equivalent) of the boards of directors and, where required, the stockholders of each dated Seller, authorizing and approving this Agreement and the Transaction Agreements and the transactions contemplated hereby 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 a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationClosing Date; (v) the FIRPTA Certificate called for by Section 5.7(pConsents listed on Schedule 2.5(a)(v); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested the certificates required by ParentSection 7.3. (b) Parent At or prior to the Closing, Timken shall deliver or cause each of the following to be delivered to each of the Shareholdersrespective Sellers the following: (i) a certificate the Cash Consideration by wire transfer of Parent, duly executed immediately available funds to an account or accounts designated by Parent, regarding compliance by IR to Timken not less than two Business Days prior to the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits stock certificates evidencing the authority of Parent to consummate Share Consideration in the transactions contemplated denominations and duly registered in the name(s) specified by the Transaction Documents to which it is a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyIR; (iii) a certificate from an appropriate government official receipt evidencing the applicable Buyer's receipt of the Shares, the Separate Assets and the Venture Interests; (dated iv) copies of the resolutions of the board of directors of each Buyer authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, certified by the corporate secretary of each Buyer to be true and complete and in full force and effect and unmodified as of the Closing Date; (v) the Transaction Agreements to which Timken or other applicable Buyer is a recent dateparty, duly executed by Timken or such other Buyer; (vi) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationConsents listed on Schedule 2.5(b)(vi); and (ivvii) all other instruments and documents for transactions of similar nature reasonably requested the certificate required by the CompanySection 6.3.

Deliveries at the Closing. (a) In addition to the other requirements set forth herein, at the Closing: (a) The Company , Azoff Management shall deliver, or cause each of the following to be delivered delivered, to Parentthe MSG Parties and Newco the following: (i) instruments certificates evidencing the resignation good standing of all directors and officers Azoff Management in its jurisdiction of the Companyorganization as of a recent date; (ii) General Releases from each officer and/or director the xxxx of the Company, as well as each Shareholder who is not an officer or director of the Companycontribution, duly executed by Azoff Management, and any other instrument of assignment, reasonably requested by the applicable releasorMSG Parties (including, without limitation, any copyright, trademark, service xxxx, domain name or lease assignment or certificate evidencing the transfer of title of a vehicle), duly executed by Azoff Management, all in such form as is reasonably requested by the MSG Parties in order to evidence the contribution of the Contributed Business to Newco in accordance with this Agreement; (iii) a certificate the Employment Agreement (the “Employment Agreement”) in the form attached hereto as Exhibit D, duly executed by the Secretary of the Company certifying as to: (A) the full force Xxxxxx Xxxxx and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartyNewco; (iv) the Newco LLC Agreement in the form attached hereto as Exhibit E, duly executed by Azoff Management; (v) appropriate documentation to assign to Newco all rights, benefits and obligations under the “Key Man Life Insurance Policy” (No. MF5566488) insuring the life of Azoff; (vi) the Revolving Credit Agreement (the “Revolving Credit Agreement”) duly executed by Newco in the form attached hereto as Exhibit F; and (vii) all other certificates, documents and instruments that are reasonably requested by the MSG Parties in connection with completing the transactions contemplated by Articles II and III of this Agreement. (b) In addition to the other requirements set forth herein, at the Closing, the MSG Parties shall deliver, or cause to be delivered, to Azoff Management the following: (i) certificates from appropriate government officials (each dated evidencing the good standing of MSG and MSG Member in their respective jurisdictions of organization as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate the Revolving Credit Agreement, duly executed by the Secretary (or Assistant Secretary) an Affiliate of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyMSG; (iii) a certificate from an appropriate government official the Newco LLC Agreement, duly executed by MSG Member; (dated as iv) payment of a recent date) certifying as the Purchase Price in cash in immediately available funds by wire transfer to one or more bank accounts designated in writing by Azoff Management to MSG Member not less than two Business Days prior to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationClosing Date; and (ivv) all other certificates, documents and instruments and documents for transactions of similar nature that are reasonably requested by Azoff Management in connection with completing the Companytransactions contemplated by Articles II and III of this Agreement.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause Deliveries by Seller and the Companies to Purchaser. At or prior to the Closing, each of Seller and the following Companies shall deliver or cause to be delivered to ParentPurchaser the following: (i) instruments evidencing the resignation of all directors documents required to be delivered by Seller and officers of the CompanyCompanies pursuant to Articles VI and VII; (ii) General Releases from each officer and/or director stock certificates representing all of the CompanyShares, as well as each Shareholder who is not an officer or director of the Company, with stock transfer powers duly executed by the applicable releasorendorsed in blank and in a form for transfer to Purchaser; (iii) a certificate duly an executed by the Secretary copy of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartyNote; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing an executed copy of the Company Lease by and between GHGA Properties, L.P., a Georgia limited partnership ("Landlord"), all of the limited partnership interests of which are owned by Seller and of which the general partner is GHGA Management, Inc. ("Transferred Sub"), a Georgia corporation and wholly-owned subsidiary of GMG, and Parent substantially in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business the form attached hereto as a foreign corporationExhibit C (the "Lease"); (v) an executed copy of the FIRPTA Certificate called Non-Competition Agreement; (vi) an executed copy of the Registration Rights Agreement by and between Seller and Purchaser substantially in the form attached hereto as Exhibit D (the "Registration Rights Agreement"); (vii) a release by Seller and such of his Affiliates as may be designated by Purchaser in substantially the form attached hereto as Exhibit E; (viii) an executed copy of the Intercreditor Agreement by and between Bank of America, N.A. and Seller in substantially the form attached hereto as Exhibit F; (ix) all of the books and records relating to the Companies; (x) a certification of non-foreign status for by Seller in the form and manner which complies with the requirements of Section 5.7(p1445 of the Code and the regulations promulgated thereunder; (xi) any other certifications which may be required under applicable law stating that no Taxes are due to any taxing authority for which Purchaser could have liability to withhold and pay with respect to the transfer of the Shares to Purchaser pursuant to this Agreement, except as otherwise provided in Section 6.9(c); and (vixii) all other customary documents, certificates, instruments and documents in transactions writings required to be delivered by any of Seller or the Companies at or prior to the Closing pursuant to this kind Agreement or otherwise required or reasonably requested by ParentPurchaser in connection herewith. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At the Closing, Seller Group shall cause each of deliver to Purchaser the following to be delivered to Parentfollowing: (i) instruments evidencing the resignation of all directors and officers A certificate executed by Seller Group, dated as of the CompanyClosing Date and in the form attached hereto as Exhibit D, certifying that (A) subject to the matters disclosed herein or the schedules hereto, all representations and warranties of Seller Group in this Agreement are true in all material respects as of the Closing Date, and (B) Seller Group 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 Group prior to or on the Closing Date; (ii) General Releases from each officer and/or director A certificate of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) a certificate duly executed by the Secretary of Seller Group, dated as of the Company Closing Date and in the form attached hereto as Exhibit E, certifying as to: (A) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors/Members of Seller Group authorizing the execution, delivery, and performance of this Agreement, the Xxxx of Sale and Assignment and Assumption Agreement, and the Deeds, and that all such resolutions are still in full force and effect of and are all the resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate adopted in connection with the transactions contemplated by the Transaction Documents to which it is a Party; this Agreement, and (B) as to the full force incumbency and effect specimen signature of each officer of Seller Group executing this Agreement, the organizational documents Xxxx of Sale and Assignment and Assumption Agreement, the Company attached thereto Deeds, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of Seller Group as exhibits; and (C) to the incumbency and signature of the officers officer signing such certificate; (iii) The Xxxx of the Company who have Sale and Assignment and Assumption Agreement duly executed the Transaction Documents to which the Company is a Partyby Seller Group; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationThe Ground Lease Assignment duly executed by Seller Group; (v) The Deeds duly executed by Seller Group; (vi) Any other documents that Purchaser, Purchaser’s lender or the FIRPTA Certificate called Title Company (as defined herein) may reasonably request prior to the Closing to effectuate the transactions contemplated hereby, including but not limited to owners’ possessory and no monetary lien affidavits. Seller Group will use commercially reasonable efforts to provide those documents currently in its possession to the requesting party; (vii) The Settlement Statement executed by Seller Group; (viii) Tax clearance certificates from the states where the Restaurants are located for the states that will issue a tax clearance certificate in advance of the Closing of the transaction, and tax good standing certificates from the states that will not issue tax clearance certificates until after the Closing or because the applicable Seller does not have separate accounts for the Restaurants and the Big Boy restaurants operated by Section 5.7(pthat Seller (collectively, the “Tax Certificates”); (ix) all of the Consents listed in Schedule 3.3; (x) The Franchise Termination Agreement executed by FRI terminating all of the Franchise Agreements in the form attached hereto as Exhibit I; and (vixi) all other customary instruments and documents an opinion from counsel to the Seller Group, dated as of the Closing Date, in transactions the form of this kind reasonably requested by Parent.Exhibit G. (b) Parent At the Closing, Purchaser shall cause each of deliver to Seller Group the following to be delivered to the Shareholdersfollowing: (i) a A certificate of Parent, duly executed by ParentPurchaser, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case dated as of Closingthe Closing Date, certifying in such detail as Seller Group may reasonably request to the fulfillment of the conditions specified in Sections 7.3(a) and (b) hereof; (ii) a A certificate duly executed by of the Secretary (or Assistant Secretary) Board of Parent Directors/Managers of Purchaser, dated as of the Closing Date and in the form attached hereto as Exhibit E, certifying as to: (A) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors/members of Purchaser authorizing the execution, delivery and performance of this Agreement, the Xxxx of Sale and Assignment and Assumption Agreement, and that all such resolutions are still in full force and effect of and are all the resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate adopted in connection with the transactions contemplated by the Transaction Documents to which it is a Party; this Agreement, and (B) as to the full force incumbency and effect specimen signature of the officer/manager of Purchaser executing this Agreement, and any certificate or instrument furnished pursuant hereto or to be furnished in connection herewith as of incorporation the Closing Date, and bylaws a certification by an officer/manager of Parent attached thereto Purchaser as exhibits; and (C) to the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Partyofficer/manager signing such certificate; (iii) a certificate The Purchase Price less the Deposit and subject to any adjustments made pursuant to Section 2.3 (e) and (f); (iv) A Franchise Termination Agreement executed by Franchisor in the form attached hereto as Exhibit I terminating all of the Franchise Agreements effective as of the Closing Date and, except as specifically stated therein, releasing FRI from any further liability under the Franchise Agreements after the Closing Date; (v) The Xxxx of Sale and Assignment and Assumption Agreement duly executed by Purchaser; (vi) The Ground Lease Assignment duly executed by Purchaser and all documents reasonably requested by the ground lessors under the Leases, executed by Purchaser, in connection with the Ground Lease Assignments; (vii) an appropriate government official (opinion from counsel to the Purchaser, dated as of a recent date) certifying as to the good standing Closing Date, in the form of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationExhibit H; and (ivviii) all other instruments The Settlement Statement executed by Purchaser. (c) Seller Group and documents Purchaser will each execute Internal Revenue Service Form 8594, Asset Acquisition Statement or similar required for transactions of similar nature reasonably requested by attesting to the Companyallocations.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing, and subject to Section 11.18, the parties hereto shall take the following actions: (a) The Company Trailblazer shall cause each of the following to be delivered to Parentdeliver: (i) instruments evidencing to Investor, the resignation of all directors documents and officers of the Companyagreements required to be delivered pursuant to Sections 6.2(c) through and including 6.2(k); (ii) General Releases from each a copy, certified by an officer and/or director of Trailblazer, of (i) the resolutions of Trailblazer’s board of directors authorizing the execution and delivery of this Agreement and such other Transaction Documents to which Trailblazer is a party, and the consummation of the Company, as well as each Shareholder who is not an officer or director transactions contemplated hereby and thereby and (ii) the consent of the Company, duly executed sole stockholder of Trailblazer approving the transactions contemplated by the applicable releasorthis Agreement; (iii) a certificate duly executed by written confirmation with a fixed date stamp from Trailblazer confirming the Secretary transfer of the Company certifying as to: (A) the full force LS Interests and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 Partythat there were no certificates created for such LS Interests; (iv) certificates from appropriate government officials (each dated to Investor and Newco, an original copy of the unitholders registry of LS Korea showing, as of a recent date) certifying the Closing, Newco as the registered owner of the LS Interests pursuant to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationTrailblazer Contribution; (v) to Investor and Newco the FIRPTA Certificate called for CGT Exemption Application contemplated by Section 5.7(p)1.8 of this Agreement; and (vi) to Investor and Newco, an original shareholders registry of TMON showing, as of the Closing, LS Korea as the registered owner of all other customary instruments of the issued and documents in transactions outstanding shares of this kind reasonably requested by ParentTMON; and (vii) to Investor and Newco, a copy of the amended Articles of Incorporation of LS Korea evidencing, as of the Closing, Newco as the sole member of LS Korea pursuant to the Trailblazer Contribution. (b) Parent Investor shall cause each of the following to be delivered to the Shareholdersdeliver: (i) a certificate to Trailblazer the documents and agreements required to be delivered pursuant to Sections 6.3(c) through and including 6.3(f); and (ii) to Newco, the Investor Investment Amount. (c) Newco shall deliver: (i) to Trailblazer and Investor, evidence that the Limited Partnership Agreement has been amended and restated substantially in the form of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingExhibit D attached hereto; (ii) to Investor, 72,000,000 Class A Units (as such number of Class A Units may be adjusted in connection with a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyDelayed Closing); (iii) a certificate from an appropriate government official to Trailblazer, 64,000,000, Class B Units (dated as such number of a recent date) certifying as to Class B Units may be adjusted in connection with the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationFounder Side Letter Agreement); and (iv) all other instruments to Trailblazer, the Trailblazer Cash Amount (subject to deduction for Tax withholding as provided in Section 1.8 and documents for transactions of similar nature reasonably requested by the Companyadjustment pursuant to Section 1.9).

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company Parent shall deliver, or cause each of the following to be delivered delivered, to Parentthe Buyer the following: (i) an officer's certificate executed by an executive officer of Parent, in the form of Exhibit I hereto, duly executed on Parent's behalf, stating that the conditions set forth in Section 7.02(a) have been satisfied in all respects; (ii) a Secretary's certificate, in the form of Exhibit J attached hereto, 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 evidencing and certificates as Buyer may reasonably request in connection with the resignation transactions contemplated by this Agreement. (b) Seller shall deliver, or cause to be delivered, to Buyer the following: (i) certificates representing the Buyer Subordinated Units, in each case endorsed in blank or together with duly executed transfer powers, a Transfer Application (as defined in the Company Partnership Agreement) for each of all directors the Buyer Subordinated Units, and officers an acknowledgement of Newco LP or other written evidence, in form and substance satisfactory to Buyer, that Buyer has been admitted as a substitute limited partner of the Company with respect to the Buyer Subordinated Units in accordance with the terms of the Company Partnership Agreement and that such admission has been reflected on the books and records of the Company; (ii) General Releases from each officer and/or director a receipt for the payment of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed Purchase Price received by the applicable releasorSeller; (iii) a an officer's certificate executed by Seller's managing member, in the form of Exhibit I hereto, duly executed on Seller's behalf, stating that the conditions set forth in Section 7.02(a) have been satisfied in all respects; and (iv) a secretary's certificate, in the form of Exhibit J attached hereto, duly executed on Seller's behalf. (c) Rodeo, Inc. shall deliver, or cause to be delivered, to Buyer the following: (i) an officer's certificate executed by Rodeo, Inc.'s chief executive officer, in the Secretary form of Exhibit I attached hereto, duly executed on Rodeo, Inc.'s behalf, stating that the conditions set forth in Section 7.02(a) have been satisfied in all respects; (ii) a Secretary's certificate, in the form of Exhibit J attached hereto, duly executed on Rodeo, Inc.'s behalf; (iii) executed counterparts of the Company certifying as to: (A) the full force approvals and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company consents referred to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents 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 Partyin Section 7.02(b); (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing executed counterparts of the Company waiver and consent referred to in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationSection 7.01(c); (v) the FIRPTA 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 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 called for 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 5.7(p)2.02; (ii) to Parent and Rodeo, Inc., an officer's certificate executed by an executive officer of Buyer, in the form of Exhibit K attached hereto, duly executed on Buyer's behalf, stating that the conditions set forth in Section 7.03(a) have been satisfied in all respects; (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 (vi) all other customary instruments to Newco GP LLC and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of Newco LP, as the following to be delivered to case may be, Buyer's initial capital contribution under the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants Newco GP LLC Operating Agreement and the truth Newco LP Partnership Agreement for Buyer Newco GP LLC Interest, and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyBuyer Newco LP Interest.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The At the Closing, the Company shall will deliver, or cause each of the following to be delivered delivered, to Parentthe Purchaser: (i) instruments a copy of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a certificate issued as of a recent date by the Secretary of State of the State of Delaware certifying that the Company is in good standing in the State of Delaware; (iii) a certificate of an executive officer of the Company, dated as of the Closing Date, certifying (A) that a true, complete and correct copy of the Certificate of Incorporation, as in effect on the Closing Date, is attached to such certificate; (B) that a true, complete and correct copy of the Bylaws of the Company (the “Bylaws”), as in effect on the Closing Date, are attached to such certificate; (C) that true, complete and correct copies of resolutions of the Board of Directors of the Company (the “Board”) (1) authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, including the issuance of the Investment Shares, (2) appointing the Purchaser Director to serve as a Class II director effective as of the Closing Date, and (3) approving the nomination of the Purchaser Director as a Class II director candidate for election at the next annual meeting of the Company’s stockholders, are attached to such certificate; and (D) as to the matters set forth in Sections 8.3(a) and 8.3(b); (iv) a receipt duly executed by the Company evidencing receipt by the resignation Company of all directors and officers the Purchase Price (as may be reduced as provided in Section 2.1) in cash; (v) the Indemnification Agreement duly executed by the Company; and (vi) such other documents relating to the transactions contemplated hereby as the Purchaser may reasonably request. (b) At the Closing, the Purchaser will deliver, or cause to be delivered, to the Company: (i) the Purchase Price (as may be reduced as provided in Section 2.1) in cash, by bank wire transfer of immediately available funds to an account designated in writing by the Company; (ii) General Releases from each a certificate of an executive officer and/or director of the CompanyPurchaser, dated as well as each Shareholder who is not an officer or director of the CompanyClosing Date, duly executed by certifying as to the applicable releasormatters set forth in Sections 8.2(a) and 8.2(b); (iii) a certificate the Indemnification Agreement duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationPurchaser Director; and (iv) all such other instruments and documents for relating to the transactions of similar nature contemplated hereby as the Company may reasonably requested by the Companyrequest.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company Borrower shall cause each of the following have duly delivered or caused to be delivered to Parentthe Collateral Agent, prior to or contemporaneously with the Closing, the following: (iA) instruments evidencing The Notes payable to each respective Bank, along with the resignation of all directors and officers Security Instruments covering each of the CompanyBorrowing Base Oil and Gas Properties. (B) Transfer Order Letters applicable to the production of oil and gas from any Borrowing Base Oil and Gas Properties for which Transfer Order letters have not previously been delivered to the Administrative Agent. (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 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 Borrower's and each Guarantor's Governing Body authorizing the execution, delivery, and performance of this Agreement, the Notes, and each other document to be delivered pursuant hereto; (iiE) General Releases from each officer and/or director A certificate (dated the date of the Company, Closing) of Borrower's and each Guarantor's corporate secretary as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents of the Company attached thereto as exhibits; and (C) the incumbency and signature signatures of the officers of the Company who have executed Borrower or such general partner and each Guarantor signing this Agreement, the Transaction Documents Notes, and each other document to which the Company is a Partybe delivered pursuant hereto; (ivF) certificates from appropriate government officials (each dated A copy, certified as of the most recent date practicable by the Secretary of State of the state in which Borrower and each Guarantor was formed, of the Borrower's and each Guarantor's Certificate of Formation, together with a certificate (dated the date of the Closing) of the Borrower's and each Guarantor's corporate secretary to the effect true and complete copies of the Borrower's and each Guarantor's Governing Documentation are attached thereto and that such Governing Documentation has not been amended except as described therein; (G) Certificates, as of the most recent date) certifying dates practicable, of the aforesaid Secretaries of State, the Secretary of State of each state in which the Borrower, each general partner thereof and each Guarantor is qualified as a foreign Business Entity and the department of revenue or taxation of each of the foregoing states, as to the good standing of the Company in its jurisdiction of organization Borrower, each general partner therein and in each jurisdiction in which it is qualified to conduct business as a foreign corporationGuarantor; (vH) A Compliance Certificate, dated the FIRPTA Certificate called for by date of the Closing; (I) Payment of the Administrative Agent's and Collateral Agent's attorneys' fees upon receipt of a reasonably detailed invoice pursuant to Section 5.7(p)5.12 hereof; and (viJ) all A legal opinion or opinions of outside counsel to the Borrower and Guarantors, addressed to the Bank Parties, in form and substance reasonably satisfactory to the Administrative Agent, covering, among other customary instruments and documents in transactions of this kind matters reasonably requested by ParentAdministrative Agent or its counsel, the matters addressed in Sections 4.01, 4.02, 4.03, 4.20 and 4.21 hereof and in Section 4(d) of the Guaranty. (bK) Parent shall cause each Duly executed counterparts of the following to be delivered Guaranty of each Guarantor. (L) Duly executed assignments, in form and substance satisfactory to the Shareholders: (i) a certificate Collateral Agent, of Parentthe Third Restated Agreement Notes, the Prior Security Instruments securing same, the Third Restated Agreement and all rights associated therewith from the holders of the Third Restated Agreement Notes to the Banks, in accordance with their respective percentage shares, along with the original Third Restated Agreement Notes duly executed by Parent, regarding compliance endorsed by the Parent with its covenants and the truth and accuracy holder of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as note to the good standing of ParentBanks, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companypercentage shares.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (aA) The Company shall cause each of Borough will execute, acknowledge (if appropriate), and deliver to the following to be delivered to ParentBuyer: (i) instruments evidencing a bargain and sale deed with covenants against grantor's acts conveying fee simple title to the resignation of all directors and officers Land associated with the System, subject to a deed restriction in favor of the CompanyBorough specifically providing that the parcel or parcels cannot be utilized for any purpose other than potable water supply operations, treatment, storage and distribution, along with such other documents and instruments as are required in connection with the recordation of the deed(s), including appropriate transfer tax form, duly executed by the Borough; (ii) General Releases from each officer and/or director an assignment of easements in the Companyform attached hereto as Exhibit F, as well as each Shareholder who is not an officer or director of to convey all easement rights associated with the CompanySystem, duly executed by subject to the applicable releasorPermitted Encumbrances; (iii) a certificate duly executed by Bill of Sale in the Secretary form attached hereto as Exhibit C; (iv) an Assignment and Assumption Agreement in the form attached hereto as (v) a General Assignment in the form attached hereto as Exhibit G; (vi) a Settlement Statement; (vii) a certified copy of the Company certifying appropriate Borough’s resolution(s) and/or ordinances authorizing the transactions contemplated hereunder and the Transaction Documents, as to: (A) may reasonably be requested by Xxxxx’s attorneys, title insurance company, or, if applicable, lender, concerning the full force status and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company Borough to consummate the transactions contemplated by this Agreement and the Transaction Documents Documents; (viii) a signed certification by the Borough that the representations and warranties in Article II are true and correct as of the Closing Date; (ix) originals or copies of all governmental Permits and licenses for the System, or any component thereof, in the Borough’s possession, to which it the extent transferable; (x) Any other tax information regarding the Borough that the Settlement Agent (as that term is a Party; used in Section 6045 of the Code) is required to report to the Internal Revenue Service pursuant to the Code; (xi) Such other resolutions, instruments, affidavits, and documents as may be reasonably necessary to effectuate the transaction. (B) Buyer will execute, acknowledge (if appropriate) and deliver to Borough: (i) an assignment of easements in the full force form attached hereto as Exhibit F, to convey all casement rights associated with the System, subject to the Permitted Encumbrances; (ii) an Assignment and effect of Assumption Agreement in the organizational documents of form attached hereto as (iii) a General Assignment in the Company form attached thereto hereto 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 PartyExhibit G; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationSettlement Statement; (v) Certified copy of appropriate corporate resolution(s) authorizing the FIRPTA Certificate called for transactions contemplated hereunder; (vi) a signed certification by Buyer that the warranties and representations in Article III are true and correct as of the Closing Date; (vii) Any tax information regarding Buyer that the Settlement Agent (as that term is used in Section 5.7(p6045 of the Code) is required to report to the Internal Revenue Service pursuant to the Code; (viii) The Purchase Price; (ix) The balance of the Transaction Costs Payment One Hundred Thousand Dollars ($100,000); and (vix) all Such other customary instruments documents, resolutions, instruments, affidavits and documents in transactions of this kind as may be reasonably requested by Parentnecessary to effectuate the transaction. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition At the Closing, subject to the other requirements set forth conditions herein, at the Closing: (a) The Company Purchaser shall, and Sxxx shall cause the Purchaser to, deliver (i) cash payment of the Purchase Price by wire transfer of immediately available funds to the account designated by Toshiba in writing at least three business days prior to the Closing Date; (ii) a duly executed counterpart original of each of the following Shareholders Agreement, the Put Agreement (together with a Reimbursement Agreement, to be dated on or about the date of the Put Agreement (the “Reimbursement Agreement”), by and between Sxxx and Toshiba) and the Commercial Relationship Agreement; (iii) the certificate required to be delivered to Parent: (iToshiba pursuant to Section 8.3(c) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents of the Company attached thereto as exhibitsthis Agreement; 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; (iv) certificates from appropriate government officials (each dated such documents and instruments as Toshiba may reasonably request to evidence the satisfaction of a recent date) certifying as all conditions precedent set forth in Section 8 of this Agreement or which are required to be delivered by the Purchaser at or prior to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified Closing Date pursuant to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentAgreement. (b) Parent Toshiba shall cause each of deliver to the following Purchaser (i) the certificate required to be delivered to the Shareholders:Purchaser pursuant to Section 8.2(c) of this Agreement; (ii) a duly executed counterpart original of each of the Shareholders Agreement, the Put Agreement (together with the Reimbursement Agreement) and the Commercial Relationship Agreement; and (iii) such documents and instruments as the Purchaser may reasonably request (A) to evidence the satisfaction of all conditions precedent set forth in Section 8 of this Agreement, (B) which are required to be delivered by Toshiba at or prior to the Closing Date pursuant to this Agreement or (C) in connection with its financing arrangements for the acquisition of the Purchased Shares. (c) The Company shall, and Toshiba shall cause the Company to, deliver to the Purchaser (i) a certificate of Parentrepresenting the Purchased Shares bearing the legend set forth in Section 6.5 , duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect copy of the certificate Company’s register of incorporation and bylaws of Parent attached thereto as exhibits; and (C) Shareholders, updated to record the incumbency and signature issuance of the officers of Parent who have executed the Transaction Documents Purchased Shares to which Parent is a Party; Purchaser and (iii) a certificate from an appropriate government official (dated as duly executed counterpart original of a recent date) certifying as to each of the good standing of Parent, Merger Subsidiary Shareholders Agreement and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyCommercial Relationship Agreement.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Seller will deliver to the Company for transfer and cancellation thereof the stock certificate(s) evidencing the Shares. Such certificate(s) shall cause each be accompanied by a stock assignment separate from the certificate(s) representing the shares evidenced thereby, duly executed by Seller; (b) Seller will deliver to the Company for transfer and cancellation thereof the stock certificate(s) evidencing the Series B Shares pursuant to the Exchange Agreement (as defined below). Such certificate(s) shall be accompanied by a stock assignment separate from the certificate(s) representing the shares evidenced thereby, duly executed by Seller; (c) Seller will execute and deliver to Purchaser an agreement of cancellation of the following KRUG Xxxion and termination of the KRUG Xxxion Agreement, in the form attached as Exhibit B to be delivered this Agreement (the "Option Cancellation Agreement"); (d) Seller will deliver to Parent:Purchaser a secretary's certificate evidencing the due authorization of the transactions contemplated by this Agreement and attesting to the incumbency of officers, in form and substance reasonably satisfactory to Purchaser; (e) Seller will deliver to Purchaser the officers certificate referred to in Section 3.2, paragraph (a) below; (f) Purchaser will deliver to Seller the consideration described in Section 1.2 above; (g) Purchaser will execute and deliver to Seller the Option Cancellation Agreement; (h) Purchaser will deliver to Seller a secretary's certificate evidencing the due authorization of the transactions contemplated by this Agreement and attesting to the incumbency of officers, in form and substance reasonably satisfactory to Seller; and (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders attached thereto as exhibits evidencing the authority of the Company Purchaser will deliver to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents of the Company attached thereto as exhibits; and (C) the incumbency and signature of Seller the officers of the Company who have executed the Transaction Documents certificate referred to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. 3.2, paragraph (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companybelow.

Deliveries at the Closing. In addition At or prior to the other requirements set forth herein, at the Closing: (a) The the Company shall cause each of the following will deliver to be delivered to ParentPurchaser: (i) instruments evidencing the resignation of An executed Agreement with all directors exhibits and officers of the Companyschedules attached hereto; (ii) General Releases from each officer and/or director The stock certificates (in such denominations as Purchaser shall request) for the Series C Preferred Stock and the Series D Preferred Stock; (iii) A copy of the Series C Certificate, filed with the Delaware Secretary of State, as amended and in effect as of the Closing Date; (iv) A copy of the Series D Certificate, filed with the Delaware Secretary of State, as amended and in effect as of the Closing Date; (v) Consent of the holders of Series A Preferred Stock representing at least 75% of the shares of Series A Preferred Stock outstanding as of the Closing Date; (vi) Consent of the holders of Series B Preferred Stock representing at least 75% of the shares of Series B Preferred Stock outstanding as of the Closing Date; (vii) Certificates, as of the most recent practicable dates, as to the corporate good standing of the Company issued by the relevant office of the Company’s jurisdiction of incorporation; (viii) 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 well as each Shareholder who is not an officer or director amended, (B) the By-laws of the Company, duly executed by the applicable releasor; (iii) a certificate duly executed by the Secretary as amended, each in effect as of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority date 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 organizational documents of the Company attached thereto as exhibitsClosing Date; and (C) the incumbency and signature resolutions of the officers Board of Directors of the Company who Company, authorizing and approving all matters in connection with this Agreement, each of the other Transaction Documents and the transactions contemplated hereby and thereby, including without limitation the filing of the Certificates with the Delaware Secretary of State; (ix) 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 executed been satisfied; (x) Each of the other Transaction Documents to which the Company is a Partyparty duly executed by the Company; (ivxi) certificates An opinion from appropriate government officials (each dated as of a recent date) certifying as the Company’s legal counsel, Guzov Ofsink, LLC, concerning this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby that is reasonably satisfactory to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationPurchaser; (vxii) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all such other customary instruments supporting documents and documents in transactions of certificates as Purchaser may reasonably request or as may be required pursuant to this kind reasonably requested by ParentAgreement or any Transaction Documents. (b) Parent shall cause Purchaser will deliver to the Company the Cash Purchase Price, by wire transfer to an account as directed by the Company on the Closing Date, an executed copy of this Agreement, the Backstop Agreement and each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the other Transaction Documents to which it the Purchaser is a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companyparty.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following Seller will deliver to be delivered to ParentBuyer: (i) instruments evidencing the resignation of all directors and officers a fully executed originally signed version of the CompanyShipbuilding Contract; (ii) General Releases from each officer and/or director of an Assignment Deed regarding the CompanyShipbuilding Contract substantially in the form set forth as Exhibit A attached hereto or in such other form as may be agreed between Seller, as well as each Shareholder who is not an officer or director of Buyer and Builder (the Company, “Assignment Deed”) duly executed by the applicable releasorSeller and the Builder, together with any other documents necessary for Buyer or one of Buyer’s Affiliates to take delivery of the Vessel from the Builder in accordance with the Shipbuilding Contract; (iii) a certificate xxxx of sale regarding the Equipment in a form reasonably acceptable to Buyer (the “Xxxx of Sale”) duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartySeller; (iv) certificates from appropriate government officials a certificate duly executed by or on behalf of Seller, (each dated as of a recent dateA) certifying as to the good standing whether each condition specified in Sections 5.1(a) and 5.1(b) has been satisfied and (B) attaching resolutions of the Company in its jurisdiction board of organization directors and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) sole shareholder of Seller duly authorizing the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentTransactions. (b) Buyer and Buyer’s Parent shall cause each of the following will deliver to be delivered to the ShareholdersSeller: (i) a certificate the Closing Payment as follows: (A) by payment to Standard Chartered Bank, Offshore Banking Unit (or Standard Chartered Bank (Hong Kong) Limited as administrative agent on its behalf) of Parentan amount equal to the outstanding principal, duly executed interest and fees under or in connection with the Valencia Bridge Loan on the Closing Date; (B) in the event that the Final DSME Delivery Payment exceeds the Estimated DSME Delivery Payment, by Parentpayment to the Builder of the DSME Delivery Payment Adjustment Amount; (C) by payment to Xxxx Solutions for any remaining balance due to Xxxx Solutions for the Riser, regarding compliance and (D) by payment to the Seller of the balance of the Closing Payment, if any, by wire transfer to an account or accounts, which account(s) shall be designated by the Parent with its covenants Seller in writing to Buyer at least three Business Days prior to the Closing Date (subject to any arrangement as may be agreed between Seller and Buyer prior to Closing); provided, however, that in no event shall the Buyer be required to pay any more than the Closing Payment and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Reimbursable Costs payable pursuant to Section 9.13 at the Closing; (ii) a certificate the Assignment Deed duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyBuyer; (iii) a certificate from an the Xxxx of Sale duly executed by Buyer; (iv) agreements executed by the appropriate government official (dated as Affiliates of a recent date) certifying as to Buyer terminating the good standing Construction Management Agreement and the Management Agreement and releasing in full of Parent, Merger Subsidiary all obligations and Double Merger Subsidiary in their respective jurisdictions liabilities of formation and/or organizationSeller thereunder; and (ivv) a certificate, duly executed on behalf of Buyer, (A) as to whether each condition specified in Sections 5.2(a) and 5.2(b) has been satisfied, (B) attaching resolutions of the board of directors of Buyer and Buyer’s Parent duly authorizing the Transactions, (C) certifying that no shareholder resolutions of Buyer or Buyer’s Parent are required under all other instruments applicable listing rules and documents for the Organizational Documents of Buyer or Buyer’s Parent to duly authorize the Transactions and (D) certifying that an opinion as to the fairness of the transactions contemplated hereby to Buyer and Buyer’s Parent from a financial point of similar nature reasonably requested view has been delivered to the Buyer’s and Buyer’s Parent’s board of directors by the Companyan accounting, appraisal or investment banking firm of national standing.

Deliveries at the Closing. In addition to the any other requirements set forth hereindocuments to be delivered under other provisions of this Agreement, at the Closing: (a) The Company shall cause the Seller and the Purchaser have approved the attached schedule of Transferred Clients which identifies as of March 19, 2004 (i) each of the following Transferred Clients, (ii) the annualized administrative fees for such Transferred Clients, (iii) the number of Worksite Employees of such Transferred Clients and (iv) the payroll processing periods for the Transferred Clients (the "Schedule of Transferred Clients"); (b) the Seller has executed, acknowledged (if appropriate) and delivered (or caused the Subsidiaries to be delivered execute, acknowledge and deliver) to Parentthe Purchaser: (i) instruments evidencing evidence that the resignation of all directors and officers consents listed in Schedule 2.05 of the CompanyDisclosure Schedule have all been obtained; (ii) General Releases from each officer and/or director of assignment agreement(s) transferring title to the Company, Acquired Assets to the Purchaser in the form attached as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor;Exhibit E; and (iii) a certificate duly executed by of the Secretary of the Company Seller and the Secretaries of each of the Subsidiaries certifying as to: (A) and attaching all requisite resolutions or actions of the full force and effect of resolutions of its board boards of directors and shareholders attached thereto as exhibits evidencing the authority of the Company Seller and the Subsidiaries approving the execution and delivery by the Seller and the Subsidiaries, as the case may be, of the Acquisition Documents to consummate which they are a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Seller and the Subsidiaries executing the Acquisition Documents and any other document relating to the transactions contemplated by this Agreement; (c) the Transaction Purchaser has executed, acknowledged (if appropriate), and delivered to the Seller and the Subsidiaries: (i) assumption agreement(s) pursuant to which the Purchaser is assuming the Assumed Liabilities in the form attached as Exhibit E; and (ii) a certificate of the Secretary of the Purchaser certifying and attaching all requisite resolutions or actions of the Purchaser's board of directors approving the execution and delivery of the Acquisition Documents to which it is a Party; (B) party and the full force and effect consummation of the organizational documents of the Company attached thereto as exhibits; transactions contemplated in such Acquisition Documents, and (C) certifying to the incumbency and signature signatures of the officers of the Company who have executed Purchaser executing the Transaction Documents to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Acquisition Documents to which it is a Party; (B) party and any other document relating to the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Partytransactions contemplated by this Agreement; (iiid) the Purchaser and the Seller have executed and delivered the Transition Services Agreement in the form attached hereto as Exhibit B; (e) the Purchaser and the Seller have executed and delivered a certificate from an appropriate government official (dated Professional Services Agreement in the form attached hereto as Exhibit D pursuant to which the Seller and one or more of the Subsidiaries will become a recent date) certifying as to client of the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationPurchaser; and (ivf) all other instruments the Purchaser, the Seller, the Subsidiaries and documents for transactions the Escrow Agent have executed and delivered the Escrow Agreement in the form of similar nature reasonably requested by the Company.Exhibit F.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following Sellers will deliver to be delivered to ParentBuyer: (i) instruments certificates evidencing the resignation of all directors and officers of the CompanyShares, which certificates shall be duly endorsed in blank or accompanied by duly executed share transfer powers; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Companya certificate, duly executed by or on behalf of each Seller and each of the Acquired Entities, as to whether each condition specified in Sections 6.1(a) and 6.1(b) has been satisfied in all respects; (iii) except as contemplated by Section 1.4(a)(iv), a copy of each Organizational Document of each of the Acquired Entities, each of its Subsidiaries and any Seller that is a corporation; (iv) certificates of status and certified copies of constating documents (and their counterpart equivalents in other jurisdictions) for each of the Acquired Entities, each of its Subsidiaries and any Seller that is a corporation; (v) the Employment Agreements, duly executed by or on behalf of the applicable releasorEmployees party thereto; (vi) the Resignations; (vii) the Registration Rights Agreement, duly executed by or on behalf of each Seller; (viii) the Escrow Agreement, duly executed by each Seller and the Escrow Agent; (ix) completed Form W-8 or Form W-9, as may be applicable, for each Seller as may be requested by the Escrow Agent; (x) a certificate of the secretary of each of the Acquired Entities, each of their Subsidiaries and any Seller that is a corporation certifying as to resolutions of the boards of directors of the Acquired Entities, approving and authorizing the execution, delivery and performance by the Acquired Entities of this Agreement and the Ancillary Agreements and the consummation by the Acquired Entities of the transactions contemplated hereby and thereby; and (xi) the books and records of the Acquired Entities and their Subsidiaries to the extent not in the possession of the Acquired Entities and their Subsidiaries and in the possession of or readily available to Sellers. (b) Buyer will deliver to Sellers: (i) the Cash Consideration, payable in U.S. Dollars, less the amount to be paid to the Escrow Agent to be held in escrow pursuant to the terms of the Escrow Agreement; (ii) certificates for the Share Consideration; (iii) a certificate of Buyer’s secretary certifying resolutions of the board of directors of Buyer approving and authorizing the execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby; (iv) a certificate, duly executed on behalf of Buyer, as to whether each condition specified in Sections 6.2(a) and 6.2(b) has been satisfied in all respects; (v) a certificate of incorporation and certificates of good standing/existence of Buyer certified by an appropriate authority of the Governmental Authority issuing such certificate; (vi) the Employment Agreements, duly executed on behalf of Buyer or the appropriate Subsidiary of Buyer; (vii) the Registration Rights Agreement, duly executed by the Secretary of the Company certifying as to: Buyer; (Aviii) the full force Escrow Agreement, duly executed by Buyer and effect the Escrow Agent; (ix) completed Form W-9 for Buyer as may be requested by Escrow Agent; and (x) such other documents and instruments as may be required by any other provision of resolutions of its board of directors and shareholders attached thereto this Agreement or any Ancillary Agreement or as exhibits evidencing the authority of the Company may reasonably be required to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants Agreement and the truth and accuracy of its representations and warranties in this Ancillary Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition Subject to the other requirements conditions set forth herein------------------------- in this Agreement, at the Closing: (a) The Company Vendor shall deliver or cause each of the following to be delivered to ParentBuyer: (i) instruments evidencing one or more certificates representing the resignation of all directors and officers of the CompanyShares, together with duly endorsed blank stock powers; (ii) General Releases from each officer and/or director a certificate of Industry Canada and Registraire des enterprises du Quebec indicating the Companygood standing of Supremex Inc. and Cenveo Canada (the predecessor companies of Amalco) indicating Amalco's good standing in such jurisdiction as of a recent date, a certificate of Secretary of State of Delaware indicating Vendor's good standing in such state as well of a recent date and a certificate of Secretary of State of Colorado indicating Cenveo's good standing in such state as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasora recent date; (iii) a certificate duly executed by of the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent Cenveo certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits an exhibit evidencing the authority of Parent Cenveo to consummate the transactions contemplated by this Agreement; (B) the Transaction Documents full force and effect of the articles of incorporation and bylaws of Cenveo attached thereto as exhibits; and (C) the incumbency of the officers of Cenveo with authority to execute this Agreement and the Ancillary Instruments to which it Cenveo is a Partyparty; (iv) a certificate of the Secretary of Vendor certifying as to: (A) the full force and effect of resolutions of its board of directors and stockholder attached thereto as exhibits evidencing the authority of Vendor to consummate the transactions contemplated by this Agreement; (B) the full force and effect of the certificate of incorporation and bylaws of Parent Vendor attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed Vendor with authority to execute this Agreement and the Transaction Documents Ancillary Instruments to which Parent Vendor is a Partyparty; (iiiv) a certificate from an appropriate government official (dated as of a recent date) the Secretary of Amalco certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as an exhibit evidencing the authority of Amalco to consummate the transactions contemplated by the Ancillary Agreements to which it is a party; (B) the full force and effect of the certificate of amalgamation and bylaws of Amalco attached thereto as exhibits; and (C) the incumbency of the officers of Amalco with authority to execute the Ancillary Instruments to which Amalco is a party; (vi) the Reciprocal General Release, duly executed by Cenveo, Vendor and Amalco; (vii) the Nonsolicitation Agreement, duly executed by Cenveo and Amalco; (viii) the Supply Agreement, duly executed by Cenveo and Amalco; (ix) the Joinder Agreement, duly executed by Amalco; (x) the minutes of board and stockholder meetings and the corporate seals of each Company to the good standing extent any of Parent, Merger Subsidiary and Double Merger Subsidiary the foregoing are in their respective jurisdictions the actual possession of formation and/or organizationCenveo at its principal executive offices; and (ivxi) all other instruments certificates and other instruments, agreements and documents for transactions of similar nature reasonably requested which are expressly required pursuant to this Agreement to be delivered by Cenveo or Vendor to Buyer at the CompanyClosing.

Deliveries at the Closing. In addition Subject to the other requirements set forth hereinprovisions of Article VI hereof, at the Closing: (a) The Company shall cause each of the following Sellers agree to be delivered deliver to ParentBuyer: (i) instruments evidencing the resignation of all directors and officers of stock certificates representing the CompanyAcacia Shares duly endorsed for transfer in blank, or accompanied by stock transfer powers duly executed in blank, by Sellers; (ii) General Releases from the written resignation of each director and officer and/or director of Acacia FSB and each of its Subsidiaries, effective as of the Company, as well as each Shareholder who is not an officer or director Closing Date; (iii) the certificates contemplated under Section 6.2(c) to be delivered by Sellers at the Closing; (iv) a certificate of the CompanySecretary of each Seller, dated as of the Closing Date, (A) certifying resolutions adopted by the Board of Directors approving the transactions contemplated by this Agreement and (B) certifying as to the signatures and authority of the persons signing the Agreement and related documents on behalf of each Seller; (v) a certificate evidencing the formation and good standing of Acacia FSB issued by the OCC as of a date within seven days of the Closing Date; (vi) a certificate of the Secretary of Acacia FSB, dated as of the Closing Date, certifying the current versions of the charter and bylaws of Acacia FSB; (vii) the Registration Rights Agreement, in the form set forth as Exhibit B, duly executed by Sellers; (viii) all other documents, instruments and writings required to be delivered by Sellers at or prior to the applicable releasorClosing Date pursuant to this Agreement or reasonably requested by Buyer in connection herewith. (b) Buyer agrees to deliver to Sellers: (i) stock certificates representing the Stock Consideration; (ii) the certificate contemplated under Section 6.3(c) to be delivered by Buyer at the Closing; (iii) a certificate duly executed by of the Secretary of Buyer, dated as of the Company certifying as to: Closing Date, (A) certifying resolutions adopted by the full force and effect Board of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate Directors approving the transactions contemplated by this Agreement and the Transaction Documents to which it is a Party; issuance of the Stock Consideration, (B) certifying the full force and effect current versions of the organizational documents articles of the Company attached thereto as exhibits; incorporation and bylaws of Buyer, and (C) certifying as to the incumbency signatures and signature authority of the officers persons signing the Agreement and related documents on behalf of the Company who have executed the Transaction Documents to which the Company is a PartyBuyer; (iv) certificates from appropriate government officials (each the opinion of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, Buyer’s outside counsel, dated as of a recent date) certifying as to the good standing Closing Date, in substantially the form of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationExhibit C attached hereto; (v) a certificate evidencing the FIRPTA Certificate called for formation and good standing of Buyer and Customers Bank in each such entity’s jurisdiction of formation issued by Section 5.7(p); andthe Secretary of State (or equivalent) of such jurisdiction of formation as of a date within seven days of the Closing Date; (vi) all other customary instruments a certificate evidencing Buyer and documents Customer Bank’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in transactions which such entity conducts business and is required to so qualify, as of this kind reasonably requested by Parent.a date within seven days of the Closing Date; (bvii) Parent shall cause each of the following to be delivered to Registration Rights Agreement, in the Shareholders: (i) a certificate of Parentform set forth as Exhibit B, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingBuyer; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (ivviii) all other documents, instruments and documents for transactions of similar nature writings required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or reasonably requested by the CompanySellers in connection herewith.

Deliveries at the Closing. In At the Closing, in addition to the other requirements set forth actions contemplated elsewhere herein, at the Closing: (a) The Company Seller shall deliver, or shall cause each of the following to be delivered delivered, to ParentBuyer the following: (i) instruments evidencing the resignation of all directors and officers of Escrow Agreement duly executed by the CompanyShareholder; (ii) General Releases from each officer and/or director a Xxxx of Sale, Assignment and Assumption Agreement (the Company"Xxxx of Sale and Assumption Agreement"), as well as each Shareholder who is not an officer or director of the Company, in form and substance reasonably satisfactory to counsel for Buyer and duly executed by the applicable releasorSeller, conveying to Buyer all of the Seller's right, title and interest in and to the Purchased Assets; (iii) a certificate deed, an assignment of lease and such other instruments of transfer and conveyance, in form and substance reasonably satisfactory to counsel for Buyer and duly executed by the Seller, as are required in order to transfer to Buyer good and marketable title to or a valid leasehold interest in, as applicable, the Premises; (iv) a certificate, dated the Closing Date and signed by the President or any Vice President of the Seller and the Shareholder, as applicable, to the effect set forth in Section 9.1. (v) a certificate and affidavit of non-foreign status for the transferor of the Owned Facility; (vi) a completed 1099-S request for taxpayer identification number and certification and acknowledgment; (vii) an affidavit reasonably required by Buyer's title insurer that will enable Buyer to obtain title insurance coverage for the Owned Facility free of any exception for either mechanics' or materialmen's liens, or parties in possession; (viii) a copy of the Seller's articles of incorporation and bylaws, and all amendments thereof to date, certified as of a recent date by the Secretary of the Company certifying as to: (A) State of Michigan and by the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority Secretary or an Assistant Secretary of the Company to consummate the transactions contemplated Seller, and accompanied by the Transaction Documents to which it is a Party; (B) the full force and effect Certificate of the organizational documents 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; (iv) certificates from appropriate government officials (each dated Good Standing as of a recent date) certifying as to date for the good standing Seller, certified by the Secretary of the Company in its jurisdiction State of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p)Michigan; and (viix) all other customary instruments copies of the resolutions of the board of directors of the Shareholder and documents in transactions the Seller authorizing the execution, delivery and performance of this kind reasonably requested Agreement and the Seller Transaction Documents, certified as of the Closing by Parentthe Secretary or an Assistant Secretary of the Shareholder and the Seller, as applicable. (b) Parent Buyer shall deliver, or shall cause each of the following to be delivered delivered, to Seller the Shareholdersfollowing: (i) a certificate immediately available funds in the amount of Parent, duly executed the Closing Date Payment by Parent, regarding compliance wire transfer to an account specified by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingShareholder; (ii) a certificate duly the Escrow Agreement, executed by Buyer and the Secretary (or Assistant Secretary) Escrow Agent, together with the delivery of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing Escrow Amount to the authority of Parent Escrow Agent thereunder, by wire transfer to consummate the transactions contemplated an account specified by the Transaction Documents to which it is a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyEscrow Agent; (iii) a certificate, dated the Closing Date signed by the President or any Vice President of Buyer, to the effect set forth in Section 10.1; (iv) a copy of Buyer's articles or certificate from an appropriate government official (dated of organization and all amendments thereof to date, certified as of a recent date) certifying as to 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 Parenta recent date for Buyer, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions certified by the Secretary of formation and/or organizationState of Delaware; and (ivv) all other instruments a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and documents for transactions performance by Buyer of similar nature reasonably requested this Agreement and the Buyer Transaction Documents, certified as of the Closing by the CompanySecretary or an Assistant Secretary of Buyer.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following deliveries will be made by Seller to be delivered to ParentBuyer: (i) such appropriately executed bills of sale, assignments and other instruments evidencing of transfer providing for the resignation sale, assignment, transfer, conveyance and delivery (including, to the extent applicable, of all directors and officers record) of the CompanyAcquired Assets to Buyer in forms acceptable to the Buyer; (ii) General Releases from each officer and/or director copies of resolutions adopted by the board of directors of Seller approving the execution and delivery by Seller of this Agreement and the performance by the Seller of its obligations hereunder, all of the Company, foregoing certified as well as each Shareholder who is not an officer or director of the Company, duly executed Closing Date by the applicable releasorSeller's Secretary or Assistant Secretary; (iii) a certificate duly executed by the Secretary possession of the Company certifying Acquired Assets, in such manner as to: (A) the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated may reasonably be specified by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents 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 PartyBuyer; (iv) certificates from appropriate government officials (each dated as a legal opinion of a recent date) certifying counsel to Seller, as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationmatters set forth on Exhibit G; (v) such other documents as Buyer may reasonably request in order to effectuate the FIRPTA Certificate called for transactions contemplated by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentAgreement to be consummated at the Closing. (b) Parent shall cause each The following deliveries will made be made by Buyer to Seller: (i) the Initial Cash Payment; (ii) the Promissory Note, duly executed by Buyer; (iii) copies of resolutions adopted by the board of directors of Buyer approving the execution and delivery by Buyer of this Agreement and the performance by the Buyer of its obligations hereunder, all of the following foregoing certified as of the Closing Date by the Buyer's Secretary or Assistant Secretary; (iv) such other documents as the Seller may reasonably request in order to effectuate the transactions contemplated by this Agreement to be delivered to consummated at the ShareholdersClosing. (c) The following deliveries will be made by Balk: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants Employment Agreement between Balk and the truth and accuracy Buyer in the form of its representations and warranties in this Agreements, in each case as of Closing;Exhibit H hereto; and (ii) a certificate duly executed by Employment Agreements between the Secretary (or Assistant Secretary) Buyer and each of Parent certifying as to: (A) the full force Janet Winter, Linda Cooper and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is Barbara Garfinkel, on terms and in a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companyfxxx xxxxxxxxle xx xxx Xxxxr.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (aA) The Company shall cause each of Borough will execute, acknowledge (if appropriate), and deliver to the following to be delivered to ParentBuyer: (i) instruments evidencing a bargain and sale deed with covenants against grantor's acts conveying fee simple title to the resignation of all directors and officers Land associated with the System, subject to a deed restriction in favor of the CompanyBorough specifically providing that the parcel or parcels cannot be utilized for any purpose other than potable water supply operations, treatment, storage and distribution, along with such other documents and instruments as are required in connection with the recordation of the deed(s), including appropriate transfer tax form, duly executed by the Borough; (ii) General Releases from each officer and/or director an assignment of easements in the Companyform attached hereto as Exhibit F, as well as each Shareholder who is not an officer or director of to convey all easement rights associated with the CompanySystem, duly executed by subject to the applicable releasorPermitted Encumbrances; (iii) a certificate duly executed by Xxxx of Sale in the Secretary form attached hereto as Exhibit C; (iv) an Assignment and Assumption Agreement in the form attached hereto as (v) a General Assignment in the form attached hereto as Exhibit G; (vi) a Settlement Statement; (vii) a certified copy of the Company certifying appropriate Borough’s resolution(s) and/or ordinances authorizing the transactions contemplated hereunder and the Transaction Documents, as to: (A) may reasonably be requested by Buyer’s attorneys, title insurance company, or, if applicable, lender, concerning the full force status and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company Borough to consummate the transactions contemplated by this Agreement and the Transaction Documents Documents; (viii) a signed certification by the Borough that the representations and warranties in Article II are true and correct as of the Closing Date; (ix) originals or copies of all governmental Permits and licenses for the System, or any component thereof, in the Borough’s possession, to which it the extent transferable; (x) Any other tax information regarding the Borough that the Settlement Agent (as that term is a Party; used in Section 6045 of the Code) is required to report to the Internal Revenue Service pursuant to the Code; (xi) Such other resolutions, instruments, affidavits and documents as may be reasonably necessary to effectuate the transaction. (B) Buyer will execute, acknowledge (if appropriate) and deliver to Borough: (i) an assignment of easements in the full force form attached hereto as Exhibit F, to convey all casement rights associated with the System, subject to the Permitted Encumbrances; (ii) an Assignment and effect of Assumption Agreement in the organizational documents of form attached hereto as (iii) a General Assignment in the Company form attached thereto hereto 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 PartyExhibit G; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationSettlement Statement; (v) Certified copy of appropriate corporate resolution(s) authorizing the FIRPTA Certificate called for transactions contemplated hereunder; (vi) a signed certification by Buyer that the warranties and representations in Article III are true and correct as of the Closing Date; (vii) Any tax information regarding Buyer that the Settlement Agent (as that term is used in Section 5.7(p6045 of the Code) is required to report to the Internal Revenue Service pursuant to the Code; (viii) The Purchase Price; (ix) The balance of the Transaction Costs Payment One Hundred Thousand Dollars ($100,000); and (vix) all Such other customary instruments documents, resolutions, instruments, affidavits and documents in transactions of this kind as may be reasonably requested by Parentnecessary to effectuate the transaction. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At the Closing, Buyer shall cause each of deliver the following to be delivered to Parentthe Sellers: (i) instruments evidencing the resignation Closing Cash Payments by wire transfer of all directors and officers of immediately available funds to accounts designated by the CompanySellers in writing not later than two business days before the Closing Date; (ii) General Releases from each officer and/or director certified copies of resolutions duly adopted by Buyer constituting all necessary corporate authorization for the consummation by Buyer of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed transactions contemplated by the applicable releasorthis Agreement; (iii) a the certificate duly executed required by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartySection 6.2(a); (iv) certificates from appropriate government officials of incumbency for all relevant officers or directors of Buyer executing this Agreement and any other documents pursuant to this Agreement; (each dated as v) an opinion or opinions of a recent date) certifying as counsel to Buyer in form and substance reasonably acceptable to the Sellers; and (vi) such other certificates, instruments and documents as the Sellers may reasonably request. (b) At the Closing, the Sellers shall deliver the following to Buyer: (i) the certificates for all of the Shares, with stock powers duly assigning them to Buyer; (ii) the certificates required by Section 6.l(a); (iii) certified copies of the Certificate of Incorporation and By-laws of TPGC and each of the Subsidiaries and evidence of good standing of the Company each in its respective jurisdiction of organization incorporation and in each jurisdiction in which it where each is qualified to conduct transact business as a foreign corporation; (iv) the written resignations effective as of the Closing Date of all directors and officers of TPGC and each of the Subsidiaries; (v) an opinion or opinions of counsel to the FIRPTA Certificate called for by Section 5.7(p)Sellers in form and substance reasonably acceptable to Buyer; and (vi) all other customary instruments and documents A certificate executed by each Seller, in transactions of this kind a form reasonably requested by Parent. (bsatisfactory to the Buyer, pursuant to Section 1.1445-2(b)(2) Parent shall cause each of the following to be delivered to the Shareholders: (i) Treasury Regulations, certifying that such Seller is not a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closingforeign person; (iivii) a certificate duly executed by the Secretary (or Assistant Secretary) copies of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits documentation evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationRequired Consents; and (ivviii) all such other certificates, instruments and documents for transactions of similar nature as Buyer may reasonably requested by the Companyrequest.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following Sellers will deliver to be delivered to ParentBuyer: (i) instruments certificates evidencing the resignation of all directors and officers of the CompanyShares, which certificates shall be duly endorsed in blank or accompanied by duly executed share transfer powers; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Companya certificate, duly executed by or on behalf of each Seller and each of the applicable releasorAcquired Entities, as to whether each condition specified in Sections 6.1(a) and 6.1(b) has been satisfied in all respects; (iii) except as contemplated by Section 1.4(a)(iv), a certificate duly executed by the Secretary copy of each Organizational Document of each of the Company certifying as to: (A) the full force and effect of resolutions Acquired Entities, each of its board of directors Subsidiaries and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it any Seller that is a Party; (B) the full force and effect of the organizational documents 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 Partycorporation; (iv) certificates from appropriate government officials of status and certified copies of constating documents (and their counterpart equivalents in other jurisdictions) for each dated as of a recent date) certifying as to the good standing of the Company in Acquired Entities, each of its jurisdiction of organization Subsidiaries and in each jurisdiction in which it any Seller that is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called Employment Agreements, duly executed by or on behalf of the applicable Employees party thereto; (vi) the Mutual Release; (vii) the Registration Rights Agreement, duly executed by or on behalf of 1236929 Alberta Ltd.; (viii) the Escrow Agreement, duly executed by 1236929 Alberta Ltd. and the Escrow Agent; (ix) completed Form W-8 or Form W-9, as may be applicable, for each Seller as may be requested by Section 5.7(p)the Escrow Agent; (x) a certificate of the secretary of each of the Acquired Entities, each of their Subsidiaries and any Seller that is a corporation certifying as to resolutions of the boards of directors of the Acquired Entities, approving and authorizing the execution, delivery and performance by the Acquired Entities of this Agreement and the Ancillary Agreements and the consummation by the Acquired Entities of the transactions contemplated hereby and thereby; and (vixi) all other customary instruments the books and documents records of the Acquired Entities and their Subsidiaries to the extent not in transactions the possession of this kind reasonably requested by Parentthe Acquired Entities and their Subsidiaries and in the possession of or readily available to Sellers. (b) Parent shall cause each of the following Buyer will deliver to be delivered to the ShareholdersSellers: (i) a certificate of Parentthe Cash Consideration, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties payable in this Agreements, in each case as of ClosingU.S. Dollars; (ii) a certificate certificates for the Share Consideration; (iii) the Buyer Note and Buyer Additional Note, duly executed by Buyer or, in the Secretary (or Assistant Secretary) event that Buyer assigns its rights and obligations hereunder to any assignee pursuant to Section 10.4 of Parent certifying as to: this Agreement, Buyer’s assignee, together with (A) a full guarantee of payment of such assignee’s obligations under the Buyer Note pursuant to a written guarantee by Buyer for the benefit of the payee of the Buyer Note with such guarantee having such terms and conditions as are set forth in the form of Guaranty attached hereto as Exhibit B-3 (the “Guaranty”) and (B) a full force guarantee of payment of such assignee’s obligations under the Buyer Additional Note pursuant to a written guarantee by Buyer for the benefit of the payee of the Buyer Additional Note with such guarantee having such terms and effect conditions as are set forth in the form of Guaranty attached hereto as Exhibit B-4 (the “Additional Guaranty”); (iv) a certificate of Buyer’s secretary certifying resolutions of its the board of directors attached thereto of Buyer approving and authorizing the execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby; (v) a certificate, duly executed on behalf of Buyer, as exhibits evidencing the to whether each condition specified in Sections 6.2(a) and 6.2(b) has been satisfied in all respects; (vi) a certificate of incorporation and certificates of good standing/existence of Buyer certified by an appropriate authority of Parent the Governmental Authority issuing such certificate; (vii) the Employment Agreements, duly executed on behalf of Buyer or the appropriate Subsidiary of Buyer; (viii) the Registration Rights Agreement, duly executed by Buyer; (ix) the Escrow Agreement, duly executed by Buyer and the Escrow Agent; (x) completed Form W-9 for Buyer as may be requested by Escrow Agent; and (xi) such other documents and instruments as may be required by any other provision of this Agreement or any Ancillary Agreement or as may reasonably be required to consummate the transactions contemplated by this Agreement and the Transaction Documents to which it is a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyAncillary Agreements.

Deliveries at the Closing. In At the Closing, in addition to the other requirements fulfillment of any of the conditions required of any Party as set forth herein, at the Closing: in ‎ARTICLE 6 and ‎ARTICLE 7: (A) Stockholder Representative will deliver to Buyer or an Affiliate thereof: (a) The Company shall cause each a validly executed stock power in the form attached hereto as Schedule 2.4a(1) signed by the Sellers and a share certificate covering the Shares issued in the name of the following Buyer and the Shares transferred from the Sellers to be delivered to Parent: (i) instruments evidencing the resignation of all directors Buyer, and officers the registration of the Company; (ii) General Releases from each officer and/or director Buyer as the shareholder owning the Shares in the shareholder register of the Company, as well as each Shareholder who is not an officer or director and deliver to the Buyer such shareholder register, signed by a duly authorized Company officer,; (b) validly executed copy of a unanimous written resolution of the Company’s Board of Directors approving the sale and transfer of the Shares as set forth in this Agreement; (c) resignation and release letter by the directors nominated by the Sellers effective at Closing; (d) a resolution of the Company’s shareholders amending the Company’s Articles of Association such that effective as of the Closing, the Company’s directors shall be appointed by holders of a majority of the Company’s shares; (e) a certificate duly executed by each Seller and an officer of the Company nominated by the Stockholder’s Representative in a form attached herein as Schedule 2.4d; (f) the Closing Balance Sheet; (g) the Post Closing Parent Corporate Governance Agreement signed by each of Xxxxx, Orbimed, Pontifax, Xx. Xxxx Xxxxxx, Xx. Xxxxxx Xxxxxx and Xx. Xxxx Xxxxxx; (h) joinder letters to this Agreement executed by Non-Party Company Shareholders who executed such joinders and/or an updated share registry of the Company and applicable releasor; documents evidencing the implementation by the Company of the Bring Along, including, inter alia, the implementation of Article 45(e) of the Company Articles; (iiii) the Registration Rights Agreement executed by each Seller joining the Registration Rights Agreement; and with respect to the Investors, each Investor shall have deposited its Subscription Amount into the Buyer’s account as instructed by Buyer; and (B) Buyer will deliver to Sellers: (a) a certificate duly executed by the Secretary Buyer containing the representation and warranty of Buyer that the conditions set forth in Sections 7.1 through 7.8 have been duly satisfied; (b) the Kitov Options; (c) confirmation from the Buyer that the Escrow Fund and to the extent required under the 104H Tax Ruling, the Consideration Shares, have been deposited with the Escrow Agent in accordance with the terms of the Company certifying as to: Escrow Agreement, and the Sellers and Investors shall have received the Consideration Shares (Aif not deposited with the Escrow Agent) and Investor Shares other than the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing Escrow Fund, (d) confirmation from the authority Escrow Agent that the Buyer’s Cash Escrow has been transferred on behalf of the Company to consummate Merck Sharp & Dohme Corp., or if Permitted Loans were provided, to the transactions contemplated respective lenders thereunder, in accordance with bank account details provided by the Transaction Documents to which it is a Party; Stockholders Representative and (Be) the full force and effect of the organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly Registration Rights Agreement executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyBuyer.

Deliveries at the Closing. In addition At the Closing, 2.9.1 the Sellers shall deliver to the Buyer the certificate referred to in Section 7.1.4; 2.9.2 the Buyer shall deliver to the Sellers the certificate referred to in Section 7.2.4; 2.9.3 the appropriate Sellers shall execute and deliver to the Buyer one or more Bargain and Sale Deed(s) with a Covenant as to Grantor’s Acts substantially in the form of Schedule 2.9.3, pursuant to which the Sellers convey their right, title and interest in and to the Owned Real Properties to the Buyer or an assignee or designee of the Buyer to the extent permitted by Section 11.4, free and clear of all Encumbrances other than Permitted Encumbrances; 2.9.4 the Sellers and the Buyer shall execute and deliver to the other requirements set forth hereina Xxxx of Sale, at Assignment, and Assumption Agreement in a form to be mutually agreed upon by the ClosingParties, pursuant to which the Sellers convey their right, title and interest in and to the Assets other than the Owned Real Properties, free and clear of all Encumbrances other than Permitted Encumbrances, and the Buyer assumes the Assumed Liabilities; 2.9.5 the Buyer shall deliver to the Sellers (i) a New Jersey Resale Certificate with respect to the Inventory in form reasonably satisfactory to the Sellers and the Buyer, (ii) a State of New Jersey Direct Payment Exemption Certificate covering any sales, excise or use Tax with respect to the matters covered by this Agreement and (iii) any other certificates or instruments necessary for the sale and transfer of the Assets or Inventory without any sales, excise or use Taxes all to be in form reasonably satisfactory to the Sellers and the Buyer, the Parties shall consult with each other to insure that such instruments are in the form necessary for each Party to retain and maintain the applicable tax exemption; 2.9.6 each Seller shall deliver to the Buyer the certificate required by Section 10.8; 2.9.7 the Sellers shall deliver to the Buyer an ALTA Owner’s Policy of Title Insurance, 1992 Form B, covering the Owned Real Property, with endorsement amending arbitration provision and endorsement deleting the creditors’ rights exception (“Owner’s Policy of Title Insurance”), in the amount of $111,000,000 subject only to the Permitted Encumbrances issued by Commonwealth Land Title Insurance Company (the “Title Company”) and containing such affirmative insurance and endorsements as the Buyer and the Sellers agree to include in the Owner’s Policy of Title Insurance, which agreement shall not be unreasonably withheld, conditioned or delayed, the costs of such Owner’s Policy of Title Insurance (including the costs of any affirmative insurance and endorsements and the costs of a survey) will be borne equally by the Parties (50% by the Buyer and 50% by the Sellers); 2.9.8 the Sellers shall deliver: (a) The 2.9.8.1 to the Buyer, such resolutions and certificates as the Buyer or the Title Company shall cause each require to evidence the due authorization of the following execution and performance of this Agreement and the documents to be delivered pursuant hereto; and the Sellers’ respective Certificates of Incorporation and by-laws, as amended, certified by the secretary of the applicable Seller; and 2.9.8.2 to Parent: the Title Company, all affidavits, indemnities and other agreements customarily required by the Title Company to delete the following standard title insurance exceptions, (i) instruments evidencing the resignation rights or claims of all directors and officers parties in possession of the Company; land not shown by the public record, (ii) General Releases from each officer and/or director easements or claims of the Company, as well as each Shareholder who is easements not an officer or director of the Company, duly executed shown by the applicable releasor; public record, (iii) any liens on title, arising now or later, for labor and material, not shown by the public record and (iv) subject to the Sellers not being required to make any representations, warranties or certifications or other statements that are greater than the representations and warranties of the Sellers to the Buyer in this Agreement, any other standard title exception typically removed by the Title Company without additional charge by the production by a certificate duly executed seller of property of an affidavit of title; 2.9.9 the Buyer shall deliver to the Sellers such resolutions and certificates as the Sellers shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and the Buyer’s Certificate of Incorporation and by-laws, as amended, certified by the secretary of the Buyer; 2.9.10 the Sellers shall deliver to the Buyer certificates of good standing, issued by the Secretary of State of the Company certifying State of Delaware; 2.9.11 the Buyer shall deliver to the Sellers a certificate of good standing, issued by the Secretary of State of the Commonwealth of Pennsylvania; 2.9.12 the Sellers shall deliver to the Buyer all approvals and actions of, filings with and notices to any Governmental Authority necessary to permit the Sellers to perform their obligations under this Agreement and all required Third Party consents or novations (or, in lieu thereof, waivers), but only to the extent the Sellers have obtained (i) such approvals or actions of such Governmental Authorities or (ii) such consents, novations or waivers of such Third Parties; 2.9.13 the Easement Agreement in the form of Exhibit A attached hereto shall be executed by, and delivered to, the respective parties thereto; 2.9.14 a lease consistent with the terms set forth in the Cogeneration Facility Lease Term Sheet attached hereto as Exhibit B (the “Cogeneration Facility Lease”), together with an Amended and Restated Thermal Energy and Shared Services Contract, which shall be in the form of the existing Amended and Restated Thermal Energy and Shared Services Contract dated January 31, 2002, a copy of which has been provided to the Buyer (the “Existing SSA”), but with appropriate revisions to the Existing SSA relating to the removal of any obligation to purchase and accept a minimum quantity of steam from the Cogeneration Facility, shall be executed by, and delivered to: , the respective parties thereto; 2.9.15 the Ancillary Agreements in the form to be mutually agreed upon by the Parties shall be executed; 2.9.16 the Sellers shall deliver to the Buyer the Cancellation Notices; 2.9.17 supply contracts in the forms to be mutually agreed upon by the Parties (which shall not include any requirement for prepayment by the Sellers or the posting of letters of credit by the Sellers with respect to the Sellers’ performance under such supply contracts, but may include provisions that provide for payment by the Sellers at the time of and as a condition to delivery by the Buyer (or one of its Affiliates) of product) relating to any customer contracts that remain Excluded Assets and are set forth on Schedule 2.2.7 (“Supply Contracts”) shall be executed between the Buyer (or one of its Affiliates) as supplier and a Seller (or one of its Affiliates) as purchaser (the “Post-Closing Product Purchaser”); provided, that (A) the full force pricing terms of such Supply Contracts shall be the pricing terms set forth in Part II of Schedule 2.6.3.2 and effect (B) any such Supply Contract that relates to sales across the tank truck rack shall include provisions for a minimum weekly purchase requirement of resolutions 10,000 barrels of applicable product and a maximum weekly right to purchase 50,000 barrels of applicable product for any week in which the Post-Closing Product Purchaser party thereto, at its board option, elects to purchase product thereunder; 2.9.18 the Sellers and the Buyer shall deliver such other instruments of directors conveyance and/or assumption in respect of specified Assets or Assumed Liabilities as the other may reasonably request; provided the terms and shareholders attached thereto as exhibits evidencing provisions of such other instruments do not increase the authority warranties, representations or obligations of the Company Parties or their respective Affiliates beyond those provided under this Agreement or reduce the rights or interests of the Parties or their respective Affiliates under this Agreement (all such instruments of conveyance and/or assumption, together with the deliveries contemplated by Sections 2.9.3 and 2.9.4, the “Instruments of Conveyance”); 2.9.19 the Sellers shall deliver to the Buyer the documentation necessary to grant the Buyer a perpetual, royalty-free, non-exclusive license to use the Xxxxxxxxx MSCC process technology; 2.9.20 the Sellers shall deliver to the Buyer a certificate dated the Closing Date and signed by the Chief Financial Officer or Treasurer of Seller Guarantor in the form of Exhibit C attached hereto; 2.9.21 the Sellers shall deliver to the Buyer the legal opinion of the Associate General Counsel of Seller Guarantor covering the substantive opinion points set forth in Exhibit D attached hereto; and 2.9.22 the Sellers and the Buyer shall deliver any other documents, instruments or agreements contemplated hereby and/or necessary or appropriate to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parenthereby. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at (a) At the Closing: (a) The Company shall cause each of the following to be delivered to Parent: (i) instruments evidencing Purchaser shall deliver a duly executed Holdback Promissory Note in the resignation form of all directors and officers of the CompanyExhibit A; (ii) General Releases from each officer and/or director the Sellers shall unconditionally sell, assign, transfer, convey, and deliver to Purchaser all of the CompanyAssets, free and clear of any and all Liens, except for Permitted Liens, and in furtherance thereof, the Sellers shall deliver to Purchaser (A) an Assignment and Bill of Sale in xxxxtantially the form of Exhibit B, and (B) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasorPurchaser shall reasonably request; (iii) a certificate Purchaser shall make the Closing Date payment provided for in Paragraph 1.3(b) and Purchaser shall assume the Assumed Liabilities by delivering to MSGI and Teleservices an Assumption Agreement in substantially the form of Exhibit C (the "Assumption Agreement"). As between Purchaser and the Sellers, in the event of any conflict between the terms of the Assumption Agreement and any consent to assignment of an Assigned Contract, the Assumption Agreement shall prevail; (iv) without limiting any other obligation of the Sellers under this Agreement, Teleservices shall deliver to Purchaser the written consent, in form and substance reasonably satisfactory to Purchaser, of each of the other parties to any Assigned Contract identified on Schedule 1.1 (a) (other than Assigned Contracts with customers), or each issuer of any Permit used in the Business, whose consent is required to permit the assignment of such Assigned Contract or Permit to Purchaser, with effect from the Effective Time and without change in the respective terms and conditions of such Assigned Contract or Permit; (v) MSGI shall deliver duly executed adopted resolutions of the Board of Directors of MSGI and the Board of Directors of Teleservices and from MSGI (as the sole shareholder of Teleservices), certified by MSGI's and Teleservices' Secretary, and such other evidence of incumbency and corporate authorizations as Purchaser may reasonably request, showing the authorization and approval of the execution, delivery and performance by the Secretary Sellers of this Agreement, and of the Company certifying as to: (A) taking of any and all other actions necessary to enable the full force Sellers to comply with the terms of this Agreement and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 Partythis Agreement; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) the Sellers shall deliver to Purchaser all other customary instruments authorizations, consents and documents approvals reasonably required in connection with the consummation of the transactions of contemplated by this kind reasonably requested by Parent.Agreement, including the consents identified on Schedule 1.1(a), except as may be provided in Section 3.9; (bvii) Parent Purchaser shall cause each have received the legal opinion of Greenberg Traurig XXX, xxgal counsel for the following to be delivered to Sellers, in substantially the Shareholders:form of Exhibit D; (iviii) a certificate of Parent, Purchaser shall have received duly executed by Parent, regarding compliance by the Parent with its covenants Employment and the truth Nonsolicitation and accuracy of its representations and warranties in this Nondisclosure Agreements, in form and substance satisfactory to Purchaser, from each case as of ClosingPaul Papich and Thomas Scxxxx, axx xxxxx xxxx obtained key-man life insurance policies with respect to both such individuals, and shall have received executed Non-Compete Agreements from each of Jefferson Berlin, Emily Elliot, Tony Plamonxxx, Xxxxx Xxxxxxxx and Marianxx Xxxxx; (iixx) Xxxxxxxxx xxxll have received a certificate duly executed Non-Compete Agreement with Jeremy Barbera, in substaxxxxxxx xxx xxrm of Exhibit E; (x) Purchaser shall deliver to MSGI duly adopted resolutions of the Board of Directors of Purchaser, certified by the Secretary (or an Assistant Secretary) Secretary of Parent certifying Purchaser as to: (A) of the full force date of the Closing, and effect such other evidence of resolutions incumbency and corporate authorizations as the Sellers may reasonably request, showing the authorization and approval of its board the execution, delivery and performance by Purchaser of directors attached thereto as exhibits evidencing this Agreement and the authority taking of Parent any and all other actions necessary to enable Purchaser to comply with the terms of this Agreement and 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Partythis Agreement; (iiixi) a certificate Purchaser shall have received an estoppel certificate, in substantially the form of Exhibit F, from an appropriate government official (dated as of a recent date) certifying as each landlord party to any real estate lease agreement included within the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationAssigned Contracts; and (ivxii) all Purchaser shall have received a letter from Milberg demonstrating the release of any Liens on Assets contemporaneously with receipt by wire transfer of that portion of the Closing Date payment provided for in Paragraph 1.3(b) that is sent to Milberg in accordance witx xxx xire transfer instructions previously provided by the Sellers to Purchaser. (b) All deliveries, payments and other instruments transactions and documents for transactions of similar nature reasonably requested by relating to the CompanyClosing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing).

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company the Member shall cause each of the following to be delivered to ParentBuyer: (i) a certificate representing the Membership Interests, issued in the name of or endorsed to Buyer, if the Membership Interests are certificated, and a xxxx of sale to the Membership Interests by Member conveying the Membership Interests to Buyer pursuant to the terms of this Agreement, and any other documents that are necessary to transfer to Buyer good, valid and marketable title to all the Membership Interests free and clear of all Liens; (ii) instruments evidencing the resignation of all the directors and officers of the CompanyCompany specified on Schedule 1.3(a)(ii); (iiiii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Companycertificate called for by Section 6.1, duly executed by an executive officer or manager of the applicable releasorMember; (iiiiv) 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 governing body and shareholders the Member attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Partyparty; and (B) the full force and effect of the organizational documents articles of organization and operating agreement of the Company attached thereto as exhibits; exhibits and the absence of any other agreements relating to the governance of the Company; (Cv) a certificate duly executed by the Secretary of the Member certifying as to: (A) the incumbency full force and signature effect of resolutions of its board of directors (or other governing body) and, if required under the limited liability company agreement of the officers Member, its members attached thereto as exhibits evidencing the authority of the Company who have executed Member to consummate the transactions contemplated by the Transaction Documents to which the Company it is a Partyparty; and (B) the full force and effect of the certificate of formation and limited liability company agreement of the Member attached thereto as exhibits; (ivvi) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationLouisiana; (vvii) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Member in Delaware; (viii) the FIRPTA Certificate called for by Section 5.7(p2.7(h), duly executed by the Member; (ix) the Escrow Agreement, duly executed by the Member; (x) All books and records of the Company, including the Company’s corporate minute books, if any, and corporate records relating to formation; and (vixi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentBuyer (not to include title insurance with respect to the Leased Real Property). (b) Parent Buyer shall cause the Purchase Price (minus the Pre-Closing Deposit) to be delivered as contemplated by Section 1.1( c) and shall cause each of the following to be delivered to the ShareholdersMember: (i) a the certificate of Parentcalled for by Section 7.1, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingBuyer; (ii) a certificate duly executed by the Secretary (or an Assistant Secretary) Secretary of Parent 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 Parent Buyer to consummate the transactions contemplated by the Transaction Documents to which it is a Partyparty; and (B) the full force and effect of the certificate articles of incorporation and bylaws of Parent Buyer attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of ParentEscrow Agreement, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationduly executed by Buyer; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyMember.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause each At the Closing, Seller, or its Subsidiaries, as applicable, will (i) execute, acknowledge (if appropriate) and deliver to Purchaser (1) such appropriately executed specialty warranty deeds (the "Deeds") in the form attached hereto as Exhibit F (with such changes and modifications as are required under applicable state law in respect of special or limited warranty deeds, provided that such changes and modifications do not materially increase the scope of the following warranties contained in the deeds or Seller's or its Subsidiaries' liability or obligations under such deeds) and (2) other instruments of sale, assignment, transfer and conveyance in the form attached hereto as Exhibit B (including a xxxx of sale with respect to personal property owned by Seller and located on a Portfolio Property) and Exhibit C (an assignment and assumption of leases and security deposits and an assignment and assumption of the Assumed Loans and Assigned Contracts and tenant and utility letters) evidencing and effecting the sale and transfer to Purchaser of the Portfolio, and such other documents as are specifically required to be executed by Seller by this Agreement (it being understood that all such instruments and other documents (other than the Deeds delivered at Closing and any Deferral Closing) shall be in the nature of "quitclaim" deeds and assignments and shall not require Seller or any other Person to make any representations, warranties or covenants (other than that Purchaser is assuming the Assumed Liabilities), including as to matters of title, express or implied); (ii) deliver to Purchaser the certificates required pursuant to Sections 5.2(a), 5.2(b) and 5.2(c); (iii) execute and deliver to Purchaser the FIRPTA Certificate; (iv) deliver to Purchaser possession of the Properties, subject to the Permitted Liens; and (v) deliver such other documents as are required to be delivered by Seller at the Closing pursuant to Parent: the terms hereof (isubject to the limitations as to representations, warranties and covenants set forth in clause (i)(2) instruments evidencing above) to effect the resignation Sale and the other transactions contemplated hereby. Notwithstanding the warranties in the Deeds delivered by Seller or the applicable Subsidiary of Seller that holds title to any Portfolio Property immediately prior to the Closing, Purchaser and Parent agree that in no event shall Seller or its Subsidiaries have any liability whatsoever under or in connection with such warranties or Deeds unless and until the grantee under such Deeds and such grantee's successors and assigns and anyone otherwise claiming through such grantee shall have first diligently pursued and exhausted all directors other available remedies against third parties (including insurance companies), and, in any event, Seller's and officers its Subsidiaries' aggregate liability under all such warranties and Deeds shall not exceed (the "Cap") the lesser of (x) any damages not recoverable from third parties through diligent exercise of such other remedies or (y) $4,500,000; provided, further that Purchaser shall fully and forever indemnify and defend Seller and each Seller Subsidiary, and hold Seller and each Seller Subsidiary harmless, from and against any and all such liability in excess of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentCap. (b) Parent shall cause each At the Closing, Purchaser will (i) deliver to Seller by wire transfer to the bank account or bank accounts per the wire transfer instructions on Section 1.3(b) of the following Seller Disclosure Letter, immediately available funds in an aggregate amount equal to the Purchase Price Balance; (ii) execute, acknowledge (if appropriate) and deliver to Seller instruments of assumption in the form attached hereto as Exhibit C (including an assignment and assumption of leases and security deposits and an assignment and assumption of the Assumed Loans and Assigned Contracts) evidencing and effecting the assumption by Purchaser of the Assumed Liabilities, and such other documents as are required to be executed by Purchaser and Parent by this Agreement (it being understood that such instruments shall not require Purchaser or any other Person to make any representations or warranties or covenants (other than that Purchaser is assuming the Assumed Liabilities), express or implied); (iii) deliver to Seller the certificates required pursuant to Sections 5.3(a), 5.3(b) and 5.3(c); (iv) deliver evidence reasonably satisfactory to Seller that it has been named as an insured party, as its interest may appear, on all of Purchaser's insurance policies relating to the Portfolio Properties (Purchaser hereby covenanting (which covenant shall survive the Closing) that Seller shall remain a named insured under such insurance policies (or, if such policies are replaced with comparable policies reasonably satisfactory to Seller, such replacement insurance policies of Purchaser relating to the Portfolio Properties) for a period of at least one year from the Closing), and that Purchaser shall use reasonable best efforts to provide Seller thirty days' notice of termination or cancellation or replacement of any such insurance policies (or, if thirty days' notice is not practicable, as much notice as is reasonably practicable); and (v) deliver such other documents as are required to be delivered by Purchaser and Parent at the Closing pursuant to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by terms hereof to effect the Parent with its covenants Sale and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the other 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companyhereby.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall At or prior to the Closing, Seller Parent will deliver or cause each of the following to be delivered to ParentBuyer Parent the following: (i) instruments (A) first, with respect to the SPML Shares, stock certificates evidencing the resignation SPML Shares to be sold by Terlin duly endorsed in blank, or accompanied by stock powers duly executed in blank, or such other instruments of all directors and officers assignment required under Swiss Law to effect the transfer of the CompanySPML Shares to Abbott Overseas (along with a true and correct copy of certified resolutions of the board of directors of SPML approving Abbott Overseas as a new shareholder of SPML), and (B) then, with respect to the Sodufa Shares, a notarial deed jointly executed by Solvay Pharmaceuticals Belgium and Abbott Luxembourg required under Dutch Law to effect the transfer of the Sodufa Shares to Abbott Luxembourg; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who Transfer Document to which a Seller is not an officer or director of the Company, a party duly executed by the applicable releasorSellers (other than Transfer Documents relating to any Deferred Local Closing which will be delivered on the date of the relevant Deferred Local Closing); (iii) to the extent action by its Board of Directors (or equivalent thereof) and/or its shareholders (or equivalent thereof) is required by its respective Organizational Documents, a certificate duly executed by of the Secretary (or equivalent thereof) or directors of each of the Company applicable Sellers certifying as to: that the resolutions adopted by its Board of Directors (Aor the equivalent thereof) and, if applicable, shareholders (or the equivalent thereof) attached thereto, authorizing the execution and delivery by such Sellers of this Agreement and the other Ancillary Agreements to which such Sellers are a party, and the performance by such Sellers of their obligations hereunder and thereunder, were duly and validly adopted and are in full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 Partyeffect; (iv) certificates from appropriate government officials (each dated with respect to the Sold Companies, signed resignations effective as of a recent datethe Closing Date as follows (A) certifying as signed resignations for each of the non-employee officers and directors of the Sold Companies and (B) for those Business Employees who are officers and directors of the Sold Companies, signed resignations to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationextent requested by Buyer Parent; (v) executed counterparts of the FIRPTA Certificate called for by Section 5.7(p)Transition Services Agreement; and (vi) all other customary instruments and documents a receipt from Seller Parent for the Initial Purchase Price (as adjusted pursuant to Section 2.5(c)) less any amounts to be paid in transactions connection with a Deferred Local Closing, in which case Seller Parent or the applicable Seller will deliver to Buyer Parent or the applicable Buyer a receipt acknowledging the payment of this kind reasonably requested the portions of the Initial Purchase Price allocated to the applicable Deferred Local Closing on the date of such Deferred Local Closing; and (vii) the certificate required by ParentSection 9.1. (b) Parent shall At or prior to the Closing, Buyers will deliver or cause each of the following to be delivered to Sellers the Shareholdersfollowing: (i) with respect to the Sodufa Shares, a certificate of Parent, duly notarial deed jointly executed by Parent, regarding compliance by Abbott Luxembourg and Solvay Pharmaceuticals Belgium required under Dutch Law to effect the Parent with its covenants and transfer of the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingShares to Abbott Luxembourg; (ii) a certificate duly executed the Initial Purchase Price (as adjusted pursuant to Section 2.5(c)), by wire transfer of immediately available funds in Euros with value as of the Secretary Closing Date to the account designated in writing by Sellers not less than two (or Assistant Secretary2) of Parent certifying as to: Business Days prior to the Closing Date (except to the extent (A) any amounts must be paid locally to the full force and effect applicable Sellers pursuant to applicable Law, in which case the portion of resolutions the Initial Purchase Price that must be paid locally to the applicable Sellers will be paid by wire transfer in immediately available funds (in the local currency, if required by applicable Law) to a local bank account of its board of directors attached thereto as exhibits evidencing such Sellers designated in writing by Sellers not less than two (2) Business Days prior to the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; Closing Date or (B) any amounts will be paid in connection with a Deferred Local Closing, in which case the full force and effect portion of the certificate Initial Purchase Price to be paid in connection with such Deferred Local Closing will be paid in accordance with Section 2.7(b)(iv)), less any withholding of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyTaxes described in Section 2.5(d); (iii) each Transfer Document to which a Buyer is a party duly executed by the applicable Buyers (other than Transfer Documents relating to any Deferred Local Closing which will be delivered on the date of the relevant Deferred Local Closing); (iv) to the extent action by its Board of Directors (or equivalent thereof) and/or its shareholders (or equivalent thereof) is required by its respective governing documents, a certificate from an appropriate government official of the Secretary (dated as or equivalent thereof) or director of each of the applicable Buyers certifying that the resolutions adopted by its Board of Directors (or the equivalent thereof) and, if applicable, shareholders (or the equivalent thereof) attached thereto, authorizing the execution and delivery by such Buyers of this Agreement and the other Ancillary Agreements to which such Buyers are a recent dateparty, and the performance by such Buyers of their obligations hereunder and thereunder, were duly and validly adopted and are in full force and effect; (v) certifying as to executed counterparts of the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationTransition Services Agreement; and (ivvi) all other instruments and documents for transactions of similar nature reasonably requested the certificate required by the CompanySection 8.1.

Deliveries at the Closing. In addition At the Closing, the following events shall occur, each being a condition precedent to the other requirements set forth herein, at others and each being deemed to have occurred simultaneously with the Closingothers: (a) The Company Parties shall cause each execute, acknowledge and deliver the Conveyance (Exhibit B), with a special warranty of title by, through and under Seller but not otherwise, in sufficient counterparts for recording in Weld County, Colorado, and any applicable forms of any governmental entity, including the Colorado State Land Board, conveying all of the following Assets to Purchaser as of the Effective Date; (b) Purchaser shall deliver or cause to be delivered to Parent:Seller the Cash Consideration; (c) Purchaser shall execute and deliver to Seller an area of mutual agreement in the form attached hereto as Exhibit C; (d) Seller shall deliver to Purchaser (i) instruments evidencing the resignation releases of all directors and officers liens, mortgages, pledges, collateral assignments or security interest, of any kind (including any agreement to give any of the Companyforegoing, any conditional sale or other title retention agreement) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing (each a “Lien”) that are burdening the Assets, (ii) authorizations to file UCC-3 termination statements releases in all applicable jurisdictions to evidence the release all such Liens on the Assets and (iii) all instruments and agreements reasonably requested by, and in form and substance reasonably acceptable to, Purchaser to effect and file of record the release of all Liens in connection therewith; (iie) General Releases from each officer Seller shall deliver to Purchaser electronic copies of all Records in the possession of Seller, its affiliates and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasortheir respective designees and contractors (including brokers and/or landmen); (iiif) a certificate duly executed Purchaser and Seller (or Seller’s designated operator) shall execute all documents reasonably requested by the Secretary of other Party that are necessary to transfer the Company certifying Assets to Purchaser; (g) Seller and Purchaser shall take such other actions and deliver such other documents as to: (A) are reasonably requested by the full force and other Party to effect of resolutions of its board of directors and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p)this Agreement; and (vih) all other customary instruments Seller shall deliver a duly completed and documents in transactions of this kind reasonably requested by Parentexecuted IRS Form W-9. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (aA) The Company shall cause each of Borough will execute, acknowledge (if appropriate), and deliver to the following to be delivered to ParentBuyer: (i) instruments evidencing a bargain and sale deed associated with the resignation of all directors and officers of Wastewater System without covenant against grantor's acts, in recordable form, duly executed by the CompanyBorough; (ii) General Releases from each officer and/or director an assignment of easements in the Companyform attached hereto as Exhibit F, as well as each Shareholder who is not an officer or director of to convey all easement rights associated with the CompanyWastewater System, duly executed by subject to the applicable releasorPermitted Encumbrances; (iii) a certificate duly executed by Xxxx of Sale in the Secretary of the Company certifying form attached hereto as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents of the Company attached thereto as exhibits; and (Exhibit C) the incumbency and signature of the officers of the Company who have executed the Transaction Documents to which the Company is a Party; (iv) certificates from an Assignment and Assumption Agreement in the form attached hereto as (v) a General Assignment in the form attached hereto as Exhibit G; (vi) a Settlement Statement; (vii) a certified copy of the appropriate government officials Borough resolution(s) and/or ordinances authorizing the transactions contemplated hereunder; (each dated viii) a signed certification by the Borough that the warranties and representations in Article II are true and correct as of a recent datethe Closing Date; (ix) certifying as originals or copies of all governmental permits and licenses for the System, or any component thereof, in the Borough’s possession, to the good standing extent transferable; (x) Any other tax information regarding the Borough that the Settlement Agent (as that term is used in Section 6045 of the Company Code) is required to report to the Internal Revenue Service pursuant to the Code; (xi) Such other resolutions, instruments, affidavits and documents as may be reasonably necessary to effectuate the transaction. (B) Buyer will execute, acknowledge (if appropriate) and deliver to the Borough: (i) an assignment of easements in its jurisdiction of organization the form attached hereto as Exhibit F, to convey all casement rights associated with the Wastewater System, subject to the Permitted Encumbrances; (ii) an Assignment and Assumption Agreement in each jurisdiction the form attached hereto as (iii) a General Assignment in which it is qualified to conduct business the form attached hereto as Exhibit G; (iv) a foreign corporationSettlement Statement; (v) Certified copy of appropriate corporate resolution(s) authorizing the FIRPTA Certificate called for transactions contemplated hereunder; (vi) a signed certification by Buyer that the warranties and representations in Article III are true and correct as of the Closing Date; (vii) Any tax information regarding Buyer that the Settlement Agent (as that term is used in Section 5.7(p6045 of the Code) is required to report to the Internal Revenue Service pursuant to the Code; (viii) The Purchase Price; (ix) The balance of the Transaction Costs Payment ($ ); and (vix) all Such other customary instruments documents, resolutions, instruments, affidavits and documents in transactions of this kind as may be reasonably requested by Parentnecessary to effectuate the transaction. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At the Closing, Seller shall deliver (or cause each of the following to be delivered delivered) to ParentInvestor or, where indicated, to the Company: (i) the various certificates, instruments and documents referred to in Section 4.1, including, to the extent not delivered prior to the Closing, executed counterparts to each of the Separation and Services Agreements (such counterparts to be delivered to the Company, with a copy to Investor), the Wholesale Payment Acceleration Agreement (as defined in the Master Services Agreement) and the Ancillary Agreements (such counterparts to be delivered to the Company and Investor) to which it or its Subsidiaries (other than the Company and its Subsidiaries) is a party; (ii) instruments of sale, transfer and conveyance in form and substance reasonably satisfactory to Investor evidencing and effecting the resignation sale of all directors the Investor Equity Interests, upon payment of the AutoCo Purchase Price; (iii) certificates of the Secretary of State of the respective states of incorporation as to the legal existence and officers good standing of Seller and the Company; (iv) certificates of the Secretary or Assistant Secretary of Seller attesting to the incumbency of its officers or authorized representatives executing this Agreement, the Separation and Services Agreements, and the Ancillary Agreements and the authorization of the resolutions authorizing the transactions contemplated hereby and thereby; and (v) a cross receipt executed by Seller. (b) At the Closing, Investor shall deliver to Seller or, where indicated, to the Company: (i) the various certificates, instruments and documents referred to in Section 4.2, including, to the extent not delivered prior to the Closing, executed counterparts to each of the Ancillary Agreements (such counterparts to be delivered to the Company and to Seller); (ii) General Releases from each officer and/or director a certificate of the Company, Secretary of State of Delaware as well as each Shareholder who is not an officer or director to the legal existence and good standing of the Company, duly executed by the applicable releasorInvestor; (iii) a certificate duly executed by of the Secretary or Assistant Secretary of Investor attesting to the incumbency of its officers or authorized representatives executing this Agreement and the Ancillary Agreements and the authenticity of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate authorizing the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force hereby and effect of the organizational documents 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 Partythereby; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing account or accounts designated by Seller, the AutoCo Purchase Price by wire transfer of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationimmediately available funds; (v) to the FIRPTA Certificate called for account or accounts designated by Section 5.7(p)the Company, the Direct Preferred Investment Purchase Price by wire transfer of immediately available funds; and (vi) all other customary instruments cross receipts executed by Investor with respect to the AutoCo Purchase from Seller and documents in transactions of this kind reasonably requested by Parentthe Direct Preferred Investment from the Company. (bc) Parent At the Closing, the Company shall cause each of the following to be delivered to the Shareholdersdeliver: (i) to Seller and Investor, a certificate of Parentthe Secretary or Assistant Secretary of the Company attesting to the incumbency of its officers or authorized representatives executing this Agreement, duly executed by Parent, regarding compliance by the Parent with its covenants Separation and Services Agreements and the truth Ancillary Agreements and accuracy the authenticity of its representations the resolutions authorizing the transactions contemplated hereby and warranties in this Agreements, in each case as of Closingthereby; (ii) a certificate duly executed by to Investor, instruments of sale, transfer and conveyance in form and substance reasonably satisfactory to Investor evidencing and effecting the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect sale of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature Preferred Membership Interests, upon payment of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyDirect Preferred Investment Purchase Price; (iii) to the extent not delivered prior to the Closing, executed counterparts to each of the Separation and Services Agreements (such counterparts to be delivered to Seller with copies to Investor), the Wholesale Payment Acceleration Agreement (as defined in the Master Services Agreement) and the Ancillary Agreements (such counterparts to be delivered to Seller and Investor) to which the Company or any of its Subsidiaries is a party; (iv) an affidavit of the Company certifying that 50 percent or more of the value of the gross assets of the Company does not consist of U.S. real property interests, and otherwise complying with Treasury Regulation Section 1.1445-11T(d)(2); (v) a certificate from an appropriate government official (dated as of a recent datethe Company certifying that all conversions and elections described under Section 2.3(a) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationthis Agreement have been completed; and (ivvi) all other instruments and documents for transactions of similar nature reasonably requested to Investor, a cross receipt executed by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (aA) The Company shall cause each of Township will execute, acknowledge (if appropriate), and deliver to the following to be delivered to ParentBuyer: (i) instruments evidencing a bargain and sale deed associated with the resignation of all directors and officers of the CompanyWastewater System without covenant against grantor’s acts, in recordable form, duly executed by Township; (ii) General Releases from each officer and/or director an assignment of easements in the Companyform attached hereto as Exhibit F, as well as each Shareholder who is not an officer or director of to convey all easement rights associated with the CompanyWastewater System, duly executed by subject to the applicable releasorPermitted Encumbrances; (iii) a certificate duly executed by Xxxx of Sale in the Secretary of the Company certifying form attached hereto as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents of the Company attached thereto as exhibits; and (Exhibit C) the incumbency and signature of the officers of the Company who have executed the Transaction Documents to which the Company is a Party; (iv) certificates from an Assignment and Assumption Agreement in the form attached hereto as (v) a General Assignment in the form attached hereto as Exhibit G; (vi) a Settlement Statement; (vii) a certified copy of the appropriate government officials Township resolution(s) and/or ordinances authorizing the transactions contemplated hereunder; (each dated viii) a signed certification by the Township that the warranties and representations in Article II are true and correct as of a recent datethe Closing Date; (ix) certifying as originals or copies of all governmental permits and licenses for the Wastewater System, or any component thereof, in the Township’s possession, to the good standing extent transferable; (x) Any other tax information regarding the Township that the Settlement Agent (as that term is used in Section 6045 of the Company Code) is required to report to the Internal Revenue Service pursuant to the Code; (xi) Such other resolutions, instruments, affidavits and documents as may be reasonably necessary to effectuate the transaction. (B) Buyer will execute, acknowledge (if appropriate) and deliver to Township: (i) an assignment of easements in its jurisdiction of organization the form attached hereto as Exhibit F, to convey all easement rights associated with the Wastewater System, subject to the Permitted Encumbrances; (ii) an Assignment and Assumption Agreement in each jurisdiction the form attached hereto as (iii) a General Assignment in which it is qualified to conduct business the form attached hereto as Exhibit G; (iv) a foreign corporationSettlement Statement; (v) Certified copy of appropriate corporate resolution(s) authorizing the FIRPTA Certificate called for transactions contemplated hereunder; (vi) a signed certification by Buyer that the warranties and representations in Article III are true and correct as of the Closing Date; (vii) Any tax information regarding Buyer that the Settlement Agent (as that term is used in Section 5.7(p6045 of the Code) is required to report to the Internal Revenue Service pursuant to the Code; (viii) The Purchase Price; (ix) The balance of the Transaction Costs Payment ($66,667); and (vix) all Such other customary instruments documents, resolutions, instruments, affidavits and documents in transactions of this kind as may be reasonably requested by Parentnecessary to effectuate the transaction. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The At the First Closing, the Company shall cause each of deliver to the following to be delivered to ParentPurchaser: (i) instruments evidencing a convertible promissory note substantially in the resignation form of all directors Exhibit A, duly executed by the Company, in the principal amount of $1,000,000 (the "FIRST CLOSING NOTE"); (ii) counterparts of each of the Registration Rights Agreement, the Supply Agreement and officers of the Co-Pack Agreement, duly executed by the Company; (iiiii) General Releases from each officer and/or director an opinion dated as of the date hereof of Xxxxxxx Xxxxxxx & Xxxxxx, counsel to the Company, as well as each Shareholder who is not an officer or director of in form and substance reasonably satisfactory to the Company, duly executed by the applicable releasorPurchaser; (iiiiv) a certificate duly executed by of the Secretary of the Company certifying dated as toof the date hereof, certifying: (A) the full force Company's Amended and Restated Articles of Incorporation and Code of Regulations as in effect on the date hereof, as true and complete and attaching copies of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Partysame; (B) as to the full force incumbency and effect genuineness of the organizational documents specimen signatures of each officer of the Company attached thereto as exhibitsexecuting any of the Documents; and (C) the incumbency and signature resolutions of the officers Board of the Company who have executed authorizing the Transaction execution, delivery and performance of the Documents to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to party and the good standing consummation of the Company in its jurisdiction transactions contemplated thereby, as true and complete and attaching copies of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationsame; (v) evidence of reimbursement to the FIRPTA Certificate called for by Purchaser in accordance with Section 5.7(p); and5.5 of fees and expenses incurred in connection with the preparation, execution and delivery of the Documents and the consummation of the transactions contemplated thereby; (vi) all good standing certificates, as of a date not more than 30 days prior to the first Closing, issued by the Secretary of the State of the State of Ohio and of each additional jurisdiction in which the Company is qualified to do business; (vii) counterparts of the Xxxx Voting and Non-Compete Agreement attached hereto as Exhibit G (the "XXXX VOTING AGREEMENT") duly executed by Xxxxxxx and Xxxxx Xxxx; (viii) counterparts of the Tag-Along Agreement attached hereto as Exhibit H duly executed by Xxxxxxx and Xxxxx Xxxx; (ix) evidence that the Company has entered into a secured term loan facility with Key Bank National Association in the amount of $2,232,000 on terms reasonably acceptable to the Purchaser, of which $1,232,000 shall be immediately available for borrowing by the Company and will be borrowed contemporaneously with the First Closing; (x) evidence of payment of the Community Capital Development Corporation Loan and the release of any liens related thereto; (xi) receipt of a Disclosure Letter dated December 15, 2004 (the "Disclosure Letter"), prepared by the Company; (xii) receipt of a confirmation from Xxxxxx Partners that there has been no material default under the Xxxxxx Investment Documents, and (xiii) such other customary instruments and documents in transactions of this kind Documents as the Purchaser may reasonably requested by Parentrequest. (b) Parent At the First Closing, the Purchaser shall cause each of the following to be delivered deliver to the ShareholdersCompany: (i) a certificate of Parent, duly executed by Parent, regarding compliance the First Closing Investment for the First Closing Note being purchased by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingPurchaser on such date; (ii) a certificate counterparts of the Registration Rights Agreement, Supply Agreement and Co-Pack Agreement, duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyPurchaser.

Deliveries at the Closing. In addition Subject to the other requirements conditions set forth hereinin this Agreement, at the Closing: (a) The Company shall cause each of BPI and/or the following to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Companyapplicable BP Selling Entity, as well as each Shareholder who is not an officer or director of the Companycase may be, duly executed by the applicable releasor; (iii) 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 and shareholders attached thereto as exhibits evidencing the authority of the Company shall deliver to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the ShareholdersIntcomex: (i) a certificate xxxx of Parentsale for the Purchased Assets, duly executed by Parentthe BP Asset Selling Entity in the form of Exhibit C attached hereto (the “Xxxx of Sale”), regarding compliance by with all necessary transfer documents and any other documents that are necessary to transfer to Intcomex (or a designated Affiliate thereof) good and marketable title to the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingPurchased Assets; (ii) a certificate an assignment and assumption agreement with respect to the Assumed Liabilities in the form of Exhibit D attached hereto (the “Assignment and Assumption Agreement”), duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyBP Asset Selling Entity; (iii) the Cash Consideration (as adjusted by the Estimated Working Capital Adjustment) and the Employee Payment Obligation; (iv) the Fifth Amendment, duly executed by BPLA; (v) original share, stock or other equity certificates for the Purchased Equity Interests (to the extent such Purchased Equity Interests are represented by certificates), duly endorsed or accompanied by stock powers duly endorsed in blank; (vi) an intellectual property license agreement granting the Intcomex Parties the right to use certain Intellectual Property in the form of Exhibit E attached hereto (the “License Agreement”), duly executed by BPI and/or the applicable BP Party; (vii) assignments or consents, if any, granting the Intcomex Parties the right to continue to use Material Third Party Intellectual Property (other than those that are Excluded Assets) after the Closing under the same or reasonably equivalent terms and conditions under which the Business utilized such Material Third Party Intellectual Property prior to the Closing, duly executed by the licensor of such Material Third Party Intellectual Property and by BPI or the BP Selling Entity; (viii) (x) assignment of the BPLA Company Agreements, (y) those consents and/or waivers required for the assignment or change of control of the Company Agreements listed on Schedule 2.4(a)(viii) attached hereto, and (z) subject to the provisions of Section 2.5(a) hereof, those consents and/or waivers required in connection with the arrangements to be entered into pursuant to Section 2.5(a)(i) hereof listed on Schedule 2.4(a)(viii) attached hereto; (ix) a copy of the resolutions or consents of the board of directors (or comparable governing body with different name) of BPI and the BP Selling Entities authorizing the transactions contemplated herein, each certified by the Secretary of BPI and the applicable BP Selling Entity; (x) a certificate from an appropriate government official (dated as of a recent date) certifying Secretary of BPI and each of the BP Selling Entities as to the good standing incumbency and signatures of Parentthe officers of the BP Parties executing this Agreement; (xi) resignations of directors/auditors and bank signatories of the Purchased Subsidiaries, Merger Subsidiary if required by Intcomex, and Double Merger Subsidiary appointment of alternates effective at Closing; (xii) a letter addressed to the registered agent of BP Colombia Limited in their respective jurisdictions the British Virgin Islands confirming that BPLA has sold its shares of formation and/or organizationBP Colombia Limited to Intcomex Colombia and instructing the registered agent to recognize Intcomex Colombia as the registered agent’s client of record; (xiii) a certified copy of BP Colombia Limited’s updated share register evidencing the share transfer to Intcomex Colombia; and (ivxiv) all any other certificates and other instruments and documents for transactions of similar nature reasonably requested by Intcomex to be delivered by BPI or any of the CompanyBP Parties at or prior to the Closing or otherwise required in connection herewith. (b) Intcomex and/or the other applicable Intcomex Parties shall deliver to BPI and the BP Selling Entities: (i) to BPLA, stock certificates evidencing the Purchased Intcomex Stock registered in BPLA’s name; (ii) the Assignment and Assumption, duly executed by Intcomex (or a designated Affiliate thereof); (iii) the Fifth Amendment, duly executed by Intcomex, the Shalom Shareholders, CVC and the representative of the Additional Shareholders; (iv) the License Agreement, duly executed by Intcomex; (v) consents or waivers of third Persons under those Contracts listed on Schedule 2.4(b)(v) attached hereto; (vi) a copy of the resolutions or consents of the board of directors of Intcomex authorizing the transactions contemplated herein, certified by the Secretary of Intcomex; (vii) a certificate of Secretary of each of the Intcomex Parties as to the incumbency and signatures of the officers of the Intcomex Parties executing this Agreement; and (viii) any other certificates and other instruments and documents reasonably requested by BPI to be delivered by Intcomex or other Intcomex Parties at or prior to the Closing or otherwise required in connection herewith.

Deliveries at the Closing. In addition At the Closing, 10.2.1 The Buyer shall pay to the other requirements set forth herein, Sellers the Closing Payment in cash at the ClosingClosing by wire transfer of immediately available funds in U.S. dollars to a bank account specified in writing by the Sellers to the Buyer at least two (2) Business Days prior to the Closing Date. 10.2.2 Each Seller (as applicable) shall duly execute and deliver to the Buyer or Buyer’s nominee: 10.2.2.1 the Sellers’ Closing Certificate; 10.2.2.2 one or more grant deeds in substantially the form of Exhibit B, pursuant to which (abut subject to this Agreement) The Company the applicable Seller conveys the Owned Real Properties to the Buyer, or Buyer’s nominee, subject to the Permitted Encumbrances (collectively, the “Deeds”) and Buyer acknowledges and agrees that the conditioning of Sellers' conveyances in said Deeds by the Permitted Encumbrances shall cause each survive the Closing and any resulting merger into the Deeds and any other instruments; 10.2.2.3 one or more bills of sale in substantially the form of Exhibit B-1, pursuant to which (but subject to this Agreement) the applicable Seller conveys to Buyer, or Buyer’s nominee, its right, title and interest in and to its personal property located on the Owned Real Properties and the Leased Real Property; 10.2.2.4 an Assignment and Assumption of Leases in substantially the form of Exhibit C, or, in the case of Included Thrifty Agreements, Exhibit C-1, as applicable, pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the Leased Real Property to Buyer, or Buyer’s nominee, which may take the form of multiple assignments if Seller reasonably deems necessary (the “Assignment of Leased Property”); 10.2.2.5 an Assignment and Assumption of Easements, Licenses, Rights of Way and Other Pipeline Interests in recordable form in substantially the form of Exhibit D, pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the Xxxxxx Logistics and Marketing Terminals Pipeline Systems ROWs, to Buyer, or Buyer’s nominee, which may take the form of multiple assignments if Seller reasonably deems necessary (the “Assignment of Easements”); 10.2.2.6 one or more bills of sale in substantially the form of Exhibit D-1 pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the Xxxxxx Logistics and Marketing Terminals Pipeline Systems to Buyer, or Buyer’s nominee; 10.2.2.7 a Xxxx of Sale, Assignment, and Assumption Agreement (the “Xxxx of Sale, Assignment and Assumption Agreement”), substantially in the form of Exhibit E, pursuant to which the applicable Seller conveys its right, title and interest in and to the Purchased Assets other than the Real Property Interests, and the interests conveyed by the instruments described in Sections 10.2.2.2, 10.2.2.3, 10.2.2.4, 10.2.2.5, and 10.2.2.6 above, and the Buyer assumes the Assumed Liabilities, to the Buyer, or Buyer’s nominee, which may take the form of multiple agreements if such Seller reasonably deems necessary; 10.2.2.8 an assignment of the following Xxxxxx Xxxxx Company Interests substantially in the form of Exhibit V, pursuant to which Products Cogeneration Company conveys the Xxxxxx Cogen Company Interests to the Buyer; 10.2.2.9 stock certificates for the Xxxxxx Xxxxx Company Shares, duly endorsed to Buyer or accompanied by duly executed stock powers; 10.2.2.10 a Certificate of Non-Foreign Status and a California 593(c) Form; 10.2.2.11 a certificate (attested by an officer of Seller) certifying to the adoption of resolutions by each Seller authorizing the due authorization of the execution and performance of this Agreement and the documents to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Companypursuant hereto; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 10.2.2.12 a certificate duly executed of good standing for each Seller, issued by the Secretary of State of the Company certifying as to: (A) the full force and effect of resolutions state of its board organization, a certificate of directors and shareholders attached thereto as exhibits evidencing good standing for the authority Xxxxxx Xxxxx Company issued by the Secretary of State of the State of Delaware, a certificate of good standing for the Xxxxxx Cogen Company to consummate the transactions contemplated issued by the Transaction Documents to which it is a Party; (B) the full force and effect Secretary of State of the organizational documents State of California and a certificate of good standing for each Seller and the Seller Guarantor, issued by the Secretary of State of its state of formation; 10.2.2.13 a certificate (attested by an officer of Seller) as to the Organizational Documents of the Xxxxxx Xxxxx Company attached thereto as exhibits; and (C) the Xxxxxx Cogen Company; 10.2.2.14 certificates of the incumbency and signature specimen signatures of the signatory officers of each Seller and the Company who have executed the Transaction Documents to which the Company is a PartySeller Guarantor; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as 10.2.2.15 the Other Agreements; 10.2.2.16 state, county and municipal transfer tax declarations, if applicable; 10.2.2.17 with respect to the good standing Dealer Loans, UCC-3 financing statements, assignments of deeds of trust or mortgages in recordable form, substantially in the form of Exhibit Q, and assignments of other collateral interests of the Company Sellers, substantially in its jurisdiction the form of organization Exhibit R, (to the extent not included in the Xxxx of Sale, Assignment and in each jurisdiction in which it is qualified to conduct business as a foreign corporationAssumption Agreement); (v) 10.2.2.18 Underground Storage Tank Change of Ownership Form for each of the FIRPTA Certificate called for Real Property Interests where underground storage tanks are located and owned by Section 5.7(p)the Sellers, as applicable, in form and substance acceptable to Sellers and Buyer; and (vi) all other customary instruments and documents in transactions 10.2.2.19 a Financial Certificate of this kind reasonably requested by Parentthe Seller Guarantor. (b) Parent 10.2.3 The Buyer shall cause each of the following to be delivered duly execute and deliver to the ShareholdersSellers: 10.2.3.1 the Buyer’s Closing Certificate; 10.2.3.2 the Deeds, to the extent necessary to confirm any covenants and restrictions that run with the land; 10.2.3.3 the Assignment of Leased Property; 10.2.3.4 the Assignment of Easements; 10.2.3.5 the Xxxx of Sale, Assignment, and Assumption Agreement; 10.2.3.6 (i) a resale certificate of Parent, duly executed by Parent, regarding compliance by with respect to the Parent with its covenants Hydrocarbon Inventory and Non-Hydrocarbon Inventory in a form reasonably satisfactory to the truth Sellers and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) any other certificates or instruments necessary for the sale and transfer of the Purchased Assets, Hydrocarbon Inventory and Non-Hydrocarbon Inventory without any sales, excise or use Taxes, all to be in a form reasonably satisfactory to the Sellers, and the Parties shall consult with each other to ensure that such instruments are in the form necessary for each Party to retain and maintain the applicable Tax exemption; 10.2.3.7 a certificate duly executed (attested by an officer of the Buyer) certifying to the adoption of resolutions by the Buyer authorizing the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; 10.2.3.8 a certificate of good standing for the Buyer, issued by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect State of the certificate Buyer’s state of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Partyformation; (iii) 10.2.3.9 a certificate from (attested by an appropriate government official (dated as officer of a recent dateBuyer) certifying as to the good standing Organizational Documents of Parent, Merger Subsidiary Buyer; 10.2.3.10 a certificate of incumbency and Double Merger Subsidiary in their respective jurisdictions specimen signatures of formation and/or organization; andthe signatory officers of the Buyer; (iv) all other instruments and documents for transactions of similar nature reasonably requested by 10.2.3.11 the Company.Other Agreements;

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At the Closing, Transnational and/or Spitz, as applicable, shall deliver, or cause each of the following to be delivered delivered, to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the ShareholdersE&S: (i) a certificate of Parent, duly the Secretary or Assistant Secretary of Transnational as to the incumbency and signatures of the officers of Transnational executing this Agreement and the Transaction Documents executed by ParentTransnational on the Closing Date as contemplated by this Agreement and attaching (a) a copy of Transnational’s certificate of incorporation, regarding compliance as amended through the Closing Date certified by the Parent with its covenants Secretary of State of the State of Delaware, (b) a true and the truth correct copy of Transnational’s bylaws, as amended, and accuracy (c) true and correct copies of its representations and warranties in this Agreements, in each case as resolutions of ClosingTransnational’s board of directors; (ii) a certificate duly executed by of the Secretary (or Assistant Secretary) Secretary of Parent certifying Spitz as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature signatures of the officers of Parent who have executed Spitz executing this Agreement and the Transaction Documents to which Parent is executed by Spitz on the Closing Date as contemplated by this Agreement and attaching (a) a Partycopy of Spitz’s certificate of incorporation, as amended through the Closing Date certified by the Secretary of State of the State of Delaware, (b) a true and correct copy of Spitz’s bylaws, as amended, and (c) true and correct copies of resolutions of Spitz’s board of directors authorizing this Agreement and the transactions contemplated herein; (iii) a certificate certificates representing all of the issued and outstanding Spitz Stock, duly endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto or appropriate instructions or agreements from an appropriate government official (dated as Transnational to allow the shares of a recent date) certifying as Spitz Stock to be legally and beneficially transferred into the good standing name of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationE&S; and (iv) all the Registration Rights Agreement, in substantially the form of Exhibit B attached to this Agreement, duly executed by Transnational. (b) At the Closing, E&S shall deliver, or cause to be delivered, to Transnational: (i) a certificate of the Secretary or Assistant Secretary of E&S as to the incumbency and signatures of the officers of E&S executing this Agreement and any other instruments Transaction Documents executed by E&S on the Closing Date as contemplated by this Agreement and documents for transactions attaching (a) a copy of similar nature reasonably requested E&S’s certificate of incorporation, as amended through the Closing Date certified by the Company.Secretary of State of the State of Utah, (b) a true and correct copy of E&S’s bylaws, as amended, and (c) true and correct copies of resolutions of E&S’s board of directors authorizing this Agreement and the transactions contemplated herein; (ii) certificates representing the E&S Stock, duly executed (or accompanied by duly executed stock powers) or evidence that E&S has given irrevocable written instructions to E&S’s transfer agent for the delivery of the certificates to Transnational, such certificates to contain a legend describing the restrictions of federal and state securities laws as provided in Section 5.14 hereof; and (iii) the Registration Rights Agreement, in substantially the form of Exhibit B attached to this Agreement, duly executed by E&S. (c) At the Closing, Transnational and Spitz, shall deliver to each other, a duly executed cross release in substantially the form attached hereto as Exhibit A (the “Cross Release”)

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company transfer of the Acquired Assets by the Seller to the Buyer, and assumption by the Buyer of the Assumed Liabilities at the Closing, shall cause each be effected by the delivery of the following to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the ShareholdersSeller: (i) a certificate xxxx of Parent, duly executed by Parent, regarding compliance by sale for the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing;Acquired Assets, (ii) a certificate duly executed an assignment and assumption of lease agreement signed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect lessor of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature Real Property Lease or consent of the officers of Parent who have executed the Transaction Documents lessor in form acceptable to which Parent is a PartyBuyer; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary patent and Double Merger Subsidiary trademark assignments in their respective jurisdictions of formation and/or organization; andrecordable form; (iv) all votes of the Shareholder and Board of Directors of the Seller authorizing the acts contemplated by this Agreement in form acceptable to Buyer; (v) Certificate of Tax Good Standing from the Commonwealth of Massachusetts and evidence of a request for a Waiver of Tax Lien from the Commonwealth of Massachusetts; (vi) Seller shall have delivered to Buyer UCC Termination Statements for UCC Financing Statements on file with the State of Washington (for Seller) (or confirmations that such termination statements have previously been filed with the State of Washington) and State of Delaware (for Proxim) with respect to the Acquired Assets, or a release and waiver of lien from the holders of such UCC Financing Statements or a commitment from the lien holder to promptly file a partial release after the Closing; (vii) Certificate of Corporate Good Standing from the Secretary of State of the Commonwealth of Massachusetts; (viii) such other instruments of transfer and assignment and other documents (including any consents thereto by third parties necessary to make the same valid and effective), in such form and containing such terms and provisions as the Parties may reasonably request, as shall be necessary to vest in the Buyer all right, title and interest in and to the Acquired Assets and as shall be necessary for transactions the Buyer to assume all of similar nature reasonably requested by the CompanyAssumed Liabilities. (ix) At the Closing, the Seller shall put the Buyer in possession and control of the Acquired Assets. (b) At the Closing, the Buyer shall deliver the funds contemplated in Section 2.5(a) above as contemplated therein and shall deliver an assignment and assumption agreement relating to the Assumed Contracts.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as Sellers will deliver to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the ShareholdersBuyer: (i) a certificate of Parent, duly executed by Parent, regarding compliance by from each Seller stating (a) the Parent with its covenants and the truth and accuracy of its representations and warranties set forth in this AgreementsSection 3.1 and Section 4 are true and correct in all material respects at and as of the Closing Date, (b) the Sellers have performed and complied with all of their covenants hereunder in all material respects through the Closing, and (c) the Target has procured all of the third party consents necessary to consummate the transaction contemplated hereby; (ii) stock certificates representing all of the Target Shares, endorsed in blank or accompanied by duly executed assignment documents; (iii) an opinion of counsel in form and substance as set forth in Exhibit A attached hereto, addressed to the Buyer, and dated as of the Closing Date; (iv) the resignations, effective as of the Closing, of each director and officer of the Target other than those whom the Buyer shall have specified prior to the Closing; (v) an executed assignment and assumption agreement among Target, PowerPlay Development, LLC and Six Flags, Inc., in each case form and substance acceptable to Buyer; (vi) evidence that all liens on Target's assets have been released; (vii) evidence that all stock options and warrants issued by Target have been cancelled or exercised and that the plan has been terminated; (viii) an executed termination agreement relating to the shareholders agreement among the Target Shareholders and the Target; and (ix) a patent assignment effective to convey the Briggs IP to the Buyer, executed by Rick Briggs or other appropriate person, in form xxx xxxxxxxce attached hereto as Exhibit C. (b) The Buyer will deliver to the Sellers: (i) a certificate from the Buyer stating (a) the representations and warranties set forth in Section 3.2 are true and correct in all material respects at and as of the Closing Date, and (b) the Buyer has performed and complied with all of its covenants hereunder in all material respects through the Closing; (ii) a certificate duly executed by the Secretary consideration specified in Section 2.2 above (or Assistant Secretaryother than Sections 2.2(b), 2.2(d) of Parent certifying as to: (A) and 2.2(e)); provided, however, that Buyer shall deliver the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing stock certificates representing the authority of Parent to consummate Buyer Shares within 15 business days the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect first anniversary of the certificate of incorporation and bylaws of Parent attached thereto as exhibitsClosing; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party;and (iii) a certificate from an appropriate government official (opinion of counsel in form and substance as set forth in Exhibit B attached hereto, addressed to the Sellers, and dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyClosing Date.

Deliveries at the Closing. In At the Closing, in addition to the other requirements fulfillment of any of the conditions required of any Party as set forth herein, at the Closingin ‎Article 6 and ‎Article 7: (aA) The Company shall cause Stockholder Representative will deliver to Buyer or an Affiliate thereof: (i) validly executed share transfer deeds in the form attached hereto as Schedule 2.5(A)(i) signed by each of the following to be delivered to Parent: (i) instruments evidencing Sellers and a share certificate covering the resignation of all directors and officers Shares issued in the name of the Company; Buyer and the share certificates covering the Shares transferred from the Sellers to the Buyer (ii) General Releases from each officer and/or director or a lost certificate affidavit in form reasonably accepted to the Buyer), and the registration of the Buyer as the shareholder owning the Shares in the shareholder register of the Company, and deliver to the Buyer such shareholder register, signed by a duly authorized Company officer; (ii) validly executed copy of a unanimous written resolution of the Company's Board of Directors approving the sale and transfer of the Shares as set forth in this Agreement, authorizing and approving the execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the cancellation of all outstanding options and warrants; (iii) resignation and release letter by the directors nominated by the Sellers effective at Closing; (iv) a unanimous written resolution of the Company’s shareholders approving the transactions contemplated hereunder and waiving any rights in connection therewith, including preemptive rights, right of first refusal, co-sale right or other similar rights, and approving the cancellation of all outstanding options and warrants; (v) a certificate duly executed by each Seller and an officer of the Company nominated by the Stockholder’s Representative in a form attached herein as Schedule 2.5(A)(v) (“Seller’s Certificate” and “Officer’s Certificate”, respectively); (vi) a release and waiver, duly executed by each holder of Options in the form attached hereto as Schedule 2.5(A)(vi); (vii) Registration Rights Agreement (as defined below) executed by each Seller receiving the Upfront Shares hereunder; (viii) an undertaking and proxy executed by each of the Sellers receiving Upfront Shares hereunder in the form attached herein as Schedule 2.5(A)(viii) (the “Sellers’ Undertakings”) to vote the Upfront Shares at any and all Buyer shareholders’ meetings in accordance with the voting recommendations of Buyer’s board of directors (subject to customary exceptions), and certain other corporate governance matters, as well as each Shareholder proxy vote instructions; (ix) joinder letters to this Agreement executed by Non-Party Company Shareholders who is not executed such joinders and/or an officer or director updated share registry of the CompanyCompany and applicable documents evidencing the implementation by the Company of the Bring Along; and (x) the Registration Rights Agreement executed by each Seller joining the Registration Rights Agreement; (xi) a Consulting and Non-Compete Agreement in the form attached herein as Schedule 2.5(A)(xi) (the “Consulting and Non-Compete Agreement”) executed by Mr. [*****]; (xii) evidence satisfactory to the Buyer of exercise of or cancellation of all outstanding options and warrants of the Company and the conversion of the SAFEs, (xiii) the Paying Agent Agreement, duly executed by the applicable releasor;Sellers and the Stockholder Representative and (xiv) an executed termination agreement of the Shareholders Rights Agreement dated February 23, 2018, substantially in the form attached hereto as Schedule 2.5(A)(xv). (B) Buyer will deliver to Company and Sellers: (i) true and correct copies of the resolutions of the board of directors of Buyer, authorizing and approving the execution and delivery of this Agreement and any ancillary documents and/or exhibits, the consummation of the transactions contemplated hereby and thereby and the performance of Buyer obligations hereunder and thereunder; (ii) the Consulting and Non-Compete Agreement executed by Buyer or any Buyer Affiliate designated by Buyer; (iii) a certificate duly executed by the Secretary Buyer containing the representation and warranty of Buyer that the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Partyconditions set forth in Sections 7.1 through 7.8 have been duly satisfied; (B) the full force and effect of the organizational documents 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; (iv) certificates confirmation from appropriate government officials (each dated as of a recent date) certifying as the Buyer that the Upfront Payment was transferred to the good standing Paying Agent and that certificates (whether physical or digital) or other formal approval from BNYM, which, is the registered holder of the Company shares represented by the ADSs issued under the Deposit Agreement by and among the Buyer, BNYM, as Depositary, and the owners and holders of ADSs issued thereunder governing Xxxxx’s ADR program, evidencing the Upfront Shares registered in its jurisdiction the name of organization and the certain Sellers, in each jurisdiction in which it is qualified to conduct business as a foreign corporation; accordance with the Spreadsheet, have been deposited with the Paying Agent; (v) the FIRPTA Certificate called for Registration Rights Agreement executed by Section 5.7(p)the Buyer; and and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of ParentPaying Agent Agreement, duly executed by Parent, regarding compliance by the Parent with its covenants Buyer and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyPaying Agent.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause At the Closing, Seller will: (i) deliver to Buyer a duly executed Bill of Sale; (ix) deliver to Buyer a duly executed counterpart of the Assumption Agreement; (iii) deliver to Buyer a duly executed counterpart of the Consulting Services Agreement; (iv) deliver to Buyer a duly executed Deed with respect to the Purchased Real Property; (v) deliver to Buyer a duly executed counterpart of each of the following Leases; (vi) deliver to Buyer the titles to and applications for transfer of the vehicles included in the Purchased Assets; (vii) deliver to Buyer a duly executed counterpart of the Amended and Restated Partnership Agreement; (viii) deliver to Buyer a duly executed counterpart of the Shareholders' Agreement; (ix) deliver all the Seller Loan Documents to be delivered executed by Seller; (x) deliver to Parent: (i) instruments evidencing the resignation of all directors and officers Buyer duly executed copies of the Company; (ii) General Releases from each officer and/or director consent and approvals of third parties required in connection with the Assumed Contracts and Assigned Leases, including the consent of the Company, as well as each Shareholder who is not an officer or director Carrier Transicold Division of United Technologies Corporation; (xi) deliver to Buyer a counterpart of the Company, Seller Non-Competition Agreement duly executed by the applicable releasor; Seller and FFE; (iiixii) deliver to Buyer a certificate duly executed by Certificate of the Secretary of the Company certifying as to: (A) the full force and effect of Seller, including resolutions of its board the Board of directors Directors of Seller authorizing the execution, delivery and shareholders attached thereto as exhibits evidencing the authority performance of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Partythis Agreement; (Bxiii) deliver to Buyer a UCC-3 Financing Statement Amendment releasing the full force and effect lien of Seller's lender on the organizational documents of the Company attached thereto as exhibitsPurchased Assets; and (Cxiv) deliver to Buyer all such other deeds, endorsements, assignments and other instruments, documents and agreements as Buyer may reasonably request to carry out the incumbency transfers and signature of assignments contemplated by this Agreement and to comply with the officers of the Company who have executed the Transaction Documents to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parentterms hereof. (b) Parent shall cause At the Closing, Buyer will: (i) deliver to Seller a duly executed counterpart of the Assumption Agreement duly executed by Buyer; (ii) deliver to Seller a duly executed counterpart of the Consulting Services Agreement; (iii) deliver to Seller a duly executed counterpart of each of the following Leases; (iv) deliver to be delivered to Seller the Shareholders: (i) a certificate of Parent, Seller Loan Documents duly executed by ParentBuyer, regarding compliance by the Parent with its covenants John B. Chisolm and the truth and accuracy of its representations and warranties in this AgreementsGeneral Xxxxxxx, in each case as of Closing; xx xxpropriate; (iiv) deliver to Seller a certificate duly executed counterpart of the Amended and Restated Partnership Agreement, (vi) deliver to Seller a duly executed counterpart of the Shareholders' Agreement; (vii) deliver to Seller the Cash Purchase Price by wire transfer of immediately available funds; (viii) deliver to Seller duly executed counterparts of the Seller Non-Competition Agreement and the Chisolm Non-Competition Agreemexx; (ix) deliver to Seller a Certificate of the sole general partner of Borrower and a Certificate of the Secretary of the General Partner authorizing the execution, delivery and performance of this Agreement; (x) deliver to Seller certificates of insurance issued to Buyer evidencing Buyer's compliance with the insurance provisions of the Seller Loan Documents and the Leases; and (xi) deliver to Seller, such other instruments, documents or Assistant Secretary) of Parent certifying agreements as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent Seller may reasonably request to consummate carry out the transactions contemplated by this Agreement and to comply with the Transaction Documents to which it is a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companyterms hereof.

Deliveries at the Closing. In addition Upon the terms and subject to the other requirements set forth hereinconditions of this Agreement (including Section 2.4.2), at the Closing: (a) The Company 2.3.1 the Seller shall deliver or cause each of the following to be delivered to Parent:the Purchaser (or its Designated Affiliate) one or more stock certificates, together with stock powers executed in blank, representing all of the issued and outstanding capital stock of the Purchased Subsidiaries (other than, if any, director qualifying shares); 2.3.2 the Seller shall, and shall cause the Seller Entities to, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Purchaser (ior its Designated Affiliate) bills of sale, endorsements and other instruments evidencing of sale, conveyance, transfer and assignment as the resignation Purchaser may reasonably request in order to effect the sale, transfer, assignment, conveyance and delivery of the Transferred Assets to the Purchaser (or its Designated Affiliate) in accordance herewith; 2.3.3 the Seller shall deliver to the Purchaser a certificate of a Vice President of the Seller pursuant to Section 6.2.6 hereof; EXECUTION COPY -------------- 2.3.4 the Parent Purchaser shall deliver to the Seller a certificate of a Vice President of the Parent Purchaser pursuant to Section 6.3.3 hereof; 2.3.5 the Seller shall, and shall cause the Seller Entities to, deliver to the Purchaser certificates in form and substance reasonably satisfactory to the Purchaser, duly executed and acknowledged, certifying that the Seller and each Affiliate of the Seller transferring assets or liabilities to the Purchasers hereunder is exempt from withholding under Section 1445 of the Code; 2.3.6 the Purchaser (or its Designated Affiliates) shall execute, acknowledge and deliver to the Seller assumption agreements and other instruments in order to effect the assumption by the Purchaser (or its Designated Affiliate) of the Transferred Liabilities; 2.3.7 the Purchaser (or its Designated Affiliate) shall deliver, and the Parent Purchaser shall cause the Purchaser (or its Designated Affiliate) to deliver, to the Seller (or to such Affiliate of the Seller as the Seller designates in writing prior to the Closing) the Preliminary Purchase Price; 2.3.8 the Seller shall deliver to the Purchaser (or its Designated Affiliate) the Reorganization Tax Prepayment Amount; 2.3.9 the Seller and the Purchasers shall deliver, or cause to be delivered, each of the Ancillary Agreements, executed by them and their respective Affiliates, as the case may be; 2.3.10 the Seller shall, and shall cause the Seller Entities to, deliver to the Purchasers a Deed for each Transferred Real Property as listed on Section 2.2.1 of the Seller's Disclosure Schedule, duly executed by the appropriate Seller Entity, and the Assignment of Leases for each Leased Real Property that is a Transferred Asset, duly executed by the appropriate Seller Entity; 2.3.11 the Seller shall deliver, or cause to be delivered, to the Purchasers such other customary and commercially reasonable documents and affidavits in respect of the Real Property as are reasonably requested by Purchasers' title insurance company in order to insure Purchasers' title thereto, provided that such other documents and affidavits do not increase the Seller's liability or obligations under this Agreement (or otherwise); 2.3.12 the Seller shall deliver, or cause to be delivered, to the Purchasers the resignations (effective as of or prior to the Closing Date) of all of the directors and officers of the CompanyPurchased Subsidiaries; 2.3.13 the Seller shall deliver, or cause to be delivered, to the Purchasers the written releases and waivers referred to in Section 5.14.1(a)(i) or other evidences reasonably satisfactory to the Purchasers that the Encumbrances (iiother than Permitted Encumbrances) General Releases from each officer and/or director referred to in Section 5.14(a)(i) have been removed; EXECUTION COPY -------------- 2.3.14 the Seller and the Purchasers shall deliver, or cause to be delivered, lease agreements in the form attached hereto as Exhibit VIII, in respect of the Company, as well as each Shareholder who is not an officer or director of Leaseback Properties (the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p"Leaseback Leases"); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent 2.3.15 the Seller shall deliver, or cause to be delivered, to the Purchasers releases from each of the following to be delivered guaranties given by the Transferred Subsidiaries in respect of any Indebtedness (including pursuant to the Shareholders: (iLoan Documents) a certificate or other obligations of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy Seller or any of its representations and warranties Affiliates (other than the Transferred Subsidiaries). Each document of transfer or assumption referred to in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary Article II (or Assistant Secretaryin any related definition set forth in Article I) of Parent certifying that is not attached as to: an Exhibit to this Agreement shall be in customary form (A) including with respect to the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents country to which it is a Party; (Bpertains) the full force and effect of the certificate of incorporation shall be reasonably satisfactory in form and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as substance to the good standing of Parentparties thereto, Merger Subsidiary but shall contain no representations, warranties, covenants and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all agreements other instruments and documents for transactions of similar nature reasonably requested than those specifically contemplated by the Companythis Agreement.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing:: ------------------------- (a) The Company shall cause each of the following Purchaser will execute and deliver to be delivered to ParentSeller: (i) instruments evidencing the resignation of all directors and officers certificates referred to in Section 8.2(c); and (ii) certified resolutions of the Companyboard of directors of Purchaser authorizing the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Seller will execute and deliver to Purchaser: (i) the certificates referred to in Section 8.1(c); (ii) General Releases from each officer and/or director a Xxxx of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasorSale; (iii) a certificate duly executed by the Secretary assignments of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartyFormaldehyde Intellectual Property, in recordable form if necessary; (iv) certificates from appropriate government officials certified resolutions of the board of directors of Seller authorizing the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; and (v) a Special Warranty Deed, together with an Owner's Affidavit sufficient for the Title Company (as defined below) to provide extended coverage over the standard printed exceptions in the title insurance policy referred to in Section 7.5 below. (c) Purchaser and Seller will each dated as of a recent date) certifying as execute and deliver to the good standing of other: (i) an Assignment and Assumption Agreement; (ii) a Mutual Release and Termination Agreement; (iii) the Company in its jurisdiction of organization Utilities and in each jurisdiction in which it is qualified to conduct business as a foreign corporationServices Agreement; (iv) the Barge Dock Agreement; (v) the FIRPTA Certificate called for Environmental Indemnity Agreement; (vi) the Control Room Agreement; (vii) the Transition Services Agreement; (viii) the Ground Lease; (ix) the Separate Ownership Agreement; (x) such easements, cross-easements and servitudes (including common rights of way, roadways and spur tracks with respect to which both Purchaser and Seller shall have a right to use), each in recordable form, as may be necessary to enable the other party to have access to the property owned by Section 5.7(p)such party following the Closing and to operate the businesses to be conducted by each of them following the Closing, including without limitation those listed on Exhibit I; and (vixi) all such other customary instruments of sale, transfer, conveyance and documents in transactions of this kind assignment as Purchaser or Seller and their respective counsel may reasonably requested by Parentrequest. (bd) Parent shall cause each of Purchaser will deliver to Seller the following to be delivered to the Shareholders:Purchase Price as specified in Section 2.2. (ie) a certificate of ParentXxxxxx, duly executed by ParentSeller, regarding compliance by the Parent with its covenants Partnership and BCPM will each execute and deliver the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent Amendment 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyIntercompany Agreement.

Deliveries at the Closing. In addition At the Closing, subject to the other requirements set forth conditions herein, at the Closing: (a) The Company Purchaser shall, and Sxxx shall cause the Purchaser to, deliver (i) cash payment of the Purchase Price by wire transfer of immediately available funds to the account designated by Toshiba in writing at least three business days prior to the Closing Date; (ii) a duly executed counterpart original of each of the following Shareholders Agreement, the Put Agreement (together with a Reimbursement Agreement, to be dated on or about the date of the Put Agreement (the “Reimbursement Agreement”), by and between Sxxx and Toshiba) and the Commercial Relationship Agreement; (iii) the certificate required to be delivered to Parent: (iToshiba pursuant to Section 8.3(c) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents of the Company attached thereto as exhibitsthis Agreement; 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; (iv) certificates from appropriate government officials (each dated such documents and instruments as Toshiba may reasonably request to evidence the satisfaction of a recent date) certifying as all conditions precedent set forth in Section 8 of this Agreement or which are required to be delivered by the Purchaser at or prior to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified Closing Date pursuant to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentAgreement. (b) Parent Toshiba shall cause each of deliver to the following Purchaser (i) the certificate required to be delivered to the Shareholders:Purchaser pursuant to Section 8.2(c) of this Agreement; (ii) a duly executed counterpart original of each of the Shareholders Agreement, the Put Agreement (together with the Reimbursement Agreement) and the Commercial Relationship Agreement; and (iii) such documents and instruments as the Purchaser may reasonably request (A) to evidence the satisfaction of all conditions precedent set forth in Section 8 of this Agreement, (B) which are required to be delivered by Toshiba at or prior to the Closing Date pursuant to this Agreement or (C) in connection with its financing arrangements for the acquisition of the Purchased Shares. (c) The Company shall, and Toshiba shall cause the Company to, deliver to the Purchaser (i) a certificate of Parentrepresenting the Purchased Shares bearing the legend set forth in Section 6.5, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect certified copy of the certificate Company’s register of incorporation and bylaws of Parent attached thereto members showing the Purchaser as exhibits; and (C) the incumbency and signature holder of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; Purchased Shares and (iii) a certificate from an appropriate government official (dated as duly executed counterpart original of a recent date) certifying as to each of the good standing of Parent, Merger Subsidiary Shareholders Agreement and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyCommercial Relationship Agreement.

Deliveries at the Closing. In addition (a) Sellers shall deliver or shall cause to be delivered to Buyer (or Buyer’s Designee) the following at the Closing: (i) bills of sale, assignment agreements and other customary transfer documents necessary to transfer to Buyer (or any of its Affiliates) all right, title and interest of Sellers to or in the Acquired Assets, in form and substance reasonably acceptable to Sellers and Buyer; (ii) certificates of service evidencing that all notices of the assumption and assignment of the Assigned Contracts and of the assumption of the Assumed Liabilities have been given in accordance with the terms of this Agreement and the Approval Order; (iii) a certificate signed by a Responsible Officer of Holdings (in form and substance reasonably satisfactory to Buyer) certifying that the closing conditions set forth in Section 9.2(e) , (f), and (g) have been 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 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 Records; (ix) a duly executed counterpart of each Local Transfer Instrument reasonably requested by Xxxxx; (x) each other requirements set forth hereinTransaction Document to which Sellers or Acquired Entities are a party, duly executed by Sellers or Acquired Entities, as applicable; and (xi) such other instruments as are reasonably requested by Xxxxx and otherwise necessary to consummate the Sale and reasonably acceptable to Sellers. (b) Buyer shall deliver or cause to be delivered to Sellers, or their designee(s), at the Closing: (a) The Company shall cause each of the following to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate signed by a Responsible Officer of Parent, duly executed by Parent, regarding compliance by Buyer certifying that the Parent with its covenants closing conditions set forth in Section 9.3(a) and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingSection 9.3(b) have been satisfied; (ii) a certificate duly executed signed by the Secretary (or Assistant Secretary) a Responsible Officer of Parent certifying as toBuyer to which is attached: (A) true and correct copies of the full force Fundamental Documents of Buyer; (B) true and effect correct copies of the resolutions of its the board of directors attached thereto as exhibits evidencing the authority of Parent to consummate 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 it Xxxxx is a Partyparty; 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) the full force and effect of the certificate of incorporation immediately foregoing sentence are true and bylaws of Parent attached thereto correct copies, have been duly and validly adopted and have not been amended or altered except as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Partyreflected therein; (iii) each other Transaction Document to which Buyer or Buyer Designee is a certificate from an appropriate government official (dated party, duly executed by Xxxxx or Buyer Designee, as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationapplicable; and (iv) all such other instruments and documents for transactions of similar nature as are reasonably requested by Sellers and otherwise necessary to consummate the CompanySale and reasonably acceptable to Buyer. All such deliveries listed in Section 4.2(a) and Section 4.2(b) shall be made, to the extent applicable, subject to any requirement or in the manner provided by applicable Law, to effectuate, formalize or consummate the transfer, conveyance or assignment of any Acquired Assets in their applicable jurisdiction. (c) At Closing, Buyer shall be entitled to designate, in accordance with the terms and subject to the 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. Prior to or at 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. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following to be delivered to Parent:, (i) The Link Parties shall execute and deliver to the Plains Parties confirmatory assignment documents (including real property and Intellectual Property confirmatory transfer documents) with respect to the Crude Oil Business Assets in the form attached as Exhibit D, and such other similar instruments evidencing as the resignation of all directors Plains Parties and officers of the Company;their counsel reasonably may request. (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor;[Intentionally Omitted] (iii) Each Link Party shall execute and deliver to the Plains Parties the power of attorney in the form attached as Exhibit F. (iv) Each Link Party shall deliver to the Plains Parties a certificate duly executed by of good standing for such Link Party as of a recent date from the Secretary applicable Governmental Authority in the jurisdiction of its formation and use commercially reasonable efforts to obtain certificates of good standing from each other jurisdiction that requires qualification for such Link Party. (v) The Link Parties shall deliver to the Company certifying as to: Plains Parties one or more certificates attesting: (A) that the full force conditions specified in Sections 7(a)(i) and effect of (ii) are satisfied in all respects, (B) to the resolutions of its the respective board of directors or similar governing board of each Link Party authorizing the execution and shareholders attached thereto as exhibits evidencing the authority delivery of the Company to consummate Transaction Agreements by each Link Party and the consummation by each Link Party of the transactions contemplated hereby and by the Transaction Documents to which it is a Party; (B) the full force Plan of Merger, and effect certifying that such resolutions were duly adopted and have not been rescinded or amended as of the organizational documents of the Company attached thereto as exhibits; and Closing Date, and (C) to the incumbency and signature of the officers each officer of the Company each Link Party who have has executed the this Agreement and any other Transaction Documents to which the Company is a Party;Agreement. (ivvi) certificates from appropriate government officials (each dated Each Plains Party shall deliver to the Link Parties a certificate of good standing for such Plains Party as of a recent datedate from the applicable Governmental Authority in the jurisdiction of its formation. (vii) certifying as The Plains Parties shall deliver to Link one or more certificates attesting: (A) that each of the conditions specified in Sections 7(b)(i) and (ii) is satisfied in all respects, (B) to the good standing resolutions of the Company in its jurisdiction respective board of organization directors or similar governing board of each Plains Party authorizing the execution and in delivery of the Transaction Agreements by each jurisdiction in which it is qualified to conduct business Plains Party and the consummation by each Plains Party of the transactions contemplated hereby and by the Plan of Merger, and certifying that such resolutions were duly adopted and have not been rescinded or amended as a foreign corporation; (v) of the FIRPTA Certificate called for by Section 5.7(p); Closing Date, and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) to the incumbency and signature of the officers each officer of Parent each Plains Party who have has executed the this Agreement and any other Transaction Documents to which Parent is a Party;Agreement. (iiiviii) a certificate Link shall deliver to the Plains Parties opinions of Link's general counsel and Xxxxx Xxxxx LLP covering the matters specified on Exhibit E. (ix) The Link Parties and the Plains Parties shall execute and deliver to the other Party the Assignment relating to Federal Communications Commission Licenses in the form attached as Exhibit L. (x) The Link Parties shall deliver to the Plains Parties bring-down letters of each of Xxxxxx Brothers Inc. and Xxxxxx Xxxxxxx & Co. respecting the fairness opinions described in Section 3(s). (xi) The Link Parties shall deliver to the Plains Parties documents necessary to release the Crude Oil Business Assets from an appropriate government official all Obligations and Liens related to Indebtedness, including the Indenture Supplement but excluding the Liens on the Crude Oil Business Assets in respect of (A) the Ad Valorem Tax Liability and (B) the Letter of Credit Agreement dated as of a recent dateFebruary 11, 2003, as amended, among Link and certain of its Affiliates and Standard Chartered Bank. (xii) certifying as The Link Parties shall deliver to the good standing Plains Parties resignations of Parentthe Available Employees from all officer, Merger Subsidiary management, director and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationsimilar positions with Link and its Affiliates; andprovided, that no such resignation with respect to a Specified Available Employee shall take effect until Plains shall have paid all amounts due to such Specified Available Employee pursuant to Section 6(c)(ii)(C). (ivxiii) all other instruments Each of LELP and documents for transactions LEPLP shall deliver to the Plains Parties the certificate referred to in Section 10(h). (xiv) LELP shall deliver to the Plains Parties a true and correct copy of similar nature reasonably requested an executed guarantee by the CompanyLink Parties in the form attached as Exhibit O. (xv) The Link Parties and the Plains Parties shall execute and deliver to the other Party the System Sharing Agreements in the forms attached as Exhibit M. (xvi) LECLP and Link Canada shall, and Plains shall cause Plains Canada and PMC to, execute and deliver the bills of sale and assumption agreements contemplated in Section 2(a)(ii), substantially in the forms attached as Exhibit K. (xvii) The Parties shall execute and/or deliver, or cause to be executed and/or delivered, to each other the other Transaction Agreements.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall At the Closing, Nematron or NemaSoft will deliver or cause each of the following to be delivered to ParentIntec and the Shareholders the following: (i) instruments evidencing Certified resolutions of Nematron's and NemaSoft's Board of Directors, and of Nematron as NemaSoft's sole shareholder, authorizing the resignation execution and delivery of all directors this Agreement, the Related Agreements to which Nematron or NemaSoft is a party and officers the consummation of the CompanyMerger; (ii) General Releases from each officer and/or director A certificate of Nematron, dated the CompanyClosing Date, as well as each Shareholder who is not an officer or director of the Company, duly executed signed by the applicable releasor;President and a Vice President of Nematron, to the effect that the conditions of Section 7.2 have been fulfilled. (iii) a certificate duly The written opinion of Dykexx Xxxsxxx XXXC, counsel to Nematron and NemaSoft, dated the Closing Date, in the form attached as Exhibit 8.2(a)(iii); (iv) The Employment and Noncompetition Agreements executed by Nematron or NemaSoft; (v) The Certificate of Merger and Articles of Merger executed by NemaSoft; and (vi) The Registration Rights Agreement executed by Nematron. (b) At the Secretary of Closing, Intec and the Company certifying Shareholders will deliver or cause to be delivered to Nematron and NemaSoft the following: (i) A certificate in the form attached as to: Exhibit 8.2(b)(i) as to the (A) the full force and effect of resolutions of its board Intec's Board of directors Directors and shareholders attached thereto as exhibits evidencing authorizing the authority execution and delivery of this Agreement, the Related Agreements to which Intec or the Shareholders are parties and the consummation of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Party; Merger, (B) the full force and effect authenticity of the organizational documents bylaws of the Company attached thereto as exhibits; Intec, and (C) the incumbency of certain Intec officers; (ii) A certificate of Intec, dated the Closing Date, signed by the President and signature a Vice President of Intec and by the officers Shareholders, to the effect that the conditions of Section 7.1 have been fulfilled. (iii) The opinion of Choaxx, Xxll & Stewxxx, xxted the Company who have executed Closing Date, in the Transaction Documents to which the Company is a Partyform attached as Exhibit 8.2(b)(iii); (iv) A copy of the Articles of Organization of Intec (certified by the Massachusetts Secretary of State) and certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of from the Company appropriate governmental officials stating that Intec is in good standing in Massachusetts, that each Intec Subsidiary is in good standing in its jurisdiction of organization and incorporation, that Intec is in good standing as a foreign corporation in each jurisdiction listed in which it is qualified to conduct business Schedule 4.1(b)(i) and that the Intec Subsidiaries are in good standing as a foreign corporationcorporations in the jurisdictions listed in Schedule 4.1(b)(ii); (v) the FIRPTA Certificate called for The Employment and Noncompetition Agreements executed by Section 5.7(p); andeach Shareholder; (vi) The written resignations of all other customary instruments such officers and documents in transactions directors of this kind reasonably Intec as may be requested by Parent. (b) Parent shall cause each Nematron prior to Closing, effective as of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingEffective Time; (iivii) a certificate duly executed by the Secretary (or Assistant Secretary) The Certificate of Parent certifying as to: (A) the full force Merger and effect Articles of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyMerger; (iiiviii) a certificate The minute books of Intec and the Intec Subsidiaries; (ix) An Investment Representation Letter from an appropriate government official (dated as each holder of a recent date) certifying Intec Shares other than holders of Intec Shares not voted in favor of the Merger and this Agreement and as to which notice has been given by the good standing holders thereof as provided in Section 86 of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; andthe MABCL; (ivx) Written assignments in recordable form of all Issued Rights and Applications; (xi) An agreement executed by each holder of an option, warrant or other instruments and documents for transactions of similar nature reasonably requested by right to acquire Intec Shares which terminates each such option, warrant or right effective immediately prior to the Company.Effective Time;

Deliveries at the Closing. In addition to the any other requirements set forth hereindocuments to be delivered under other provisions of this Agreement, at the Closing: (a) The Company the Sellers and the Purchaser shall cause approve the Closing Date Schedule of Transferred Clients which shall identify as of a date which is within five business days of the Closing Date each of the following Transferred Clients whose Client Service Agreements are included in the Acquired Assets. (b) NII and the Purchaser shall execute and deliver a license agreement in form and substance satisfactory to Purchaser related to the NurseTrak software providing for the non-exclusive, non-assignable (except to an entity controlling, controlled by or under common control with Purchaser), fully paid and perpetual license by NII to Purchaser, together with all improvements as may be delivered developed from time to Parenttime by NII. (c) the Sellers shall execute, acknowledge (if appropriate) and deliver to the Purchaser: (i) instruments evidencing assignment agreement(s) in such form as are reasonably satisfactory to the resignation of all directors Purchaser and officers of its counsel and sufficient to transfer title to the CompanyAcquired Assets to the Purchaser; (ii) General Releases from each officer and/or director such other instruments of sale, transfer, conveyance, and assignment as the Company, as well as each Shareholder who is not an officer or director of the Company, duly Purchaser and its counsel may reasonably request; (iii) certificates executed by the applicable releasorSellers as to the accuracy of their representations and warranties contained herein as of the date of this Agreement and as of the Closing Date and as to their compliance and performance of its covenants and obligations contained herein to be performed or complied with at or before the Closing Date; (iv) a certificate of the Secretary of the Sellers certifying and attaching all requisite resolutions or actions of the boards of directors of the Sellers approving the execution and delivery by the Sellers, as the case may be, of the Acquisition Documents to which they are a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Sellers executing the Acquisition Documents and any other document relating to the transactions contemplated by this Agreement; and (v) an opinion or opinions of Xxxxxx, Xxxxxx & Xxxxxxxxxx, PLC, counsel to the Sellers, covering the matters described on Exhibit C; and (vi) [intentionally left blank]. (d) the Purchaser shall execute, acknowledge (if appropriate), and deliver to the Sellers: (i) assumption agreement(s) in such form as are reasonably satisfactory to the Sellers and their counsel and sufficient for the Purchaser to assume the Assumed Liabilities, if any; (ii) a certificate executed by the Purchaser as to the accuracy of its representations and warranties contained herein as of the date of this Agreement and as of the Closing Date and as to its compliance and performance of its covenants and obligations to be performed or complied with at or before the Closing Date; (iii) a certificate duly executed by of the Secretary of the Company Purchaser certifying as to: (A) and attaching all requisite resolutions or actions of the full force and effect of resolutions of its Purchaser's board of directors approving the execution and shareholders attached thereto as exhibits evidencing the authority delivery of the Company to consummate the transactions contemplated by the Transaction Acquisition Documents to which it is a Party; (B) party and the full force and effect consummation of the organizational documents of the Company attached thereto as exhibits; transactions contemplated in such Acquisition Documents, and (C) certifying to the incumbency and signature signatures of the officers of the Company who have executed Purchaser executing the Transaction Documents to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Acquisition Documents to which it is a Party; (B) the full force party and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as any other document relating to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationtransactions contemplated by this Agreement; and (iv) all other instruments an opinion or opinions of Xxxxxxxxx & XxXxxxx, LLP, counsel to the Purchaser, covering the matters described on Exhibit D. (e) the Purchaser will deliver to Sellers the Purchase Price as provided in Section 2.03(a); (f) the Purchaser shall deliver to the Escrow Agent the Escrow Amount as provided in Section 2.03(a); (g) the Purchaser, the Sellers, and documents for transactions of similar nature reasonably requested by the Company.Escrow Agent shall execute and deliver the Escrow Agreement in the form attached hereto as Exhibit E; (h) the Purchaser and the Sellers shall execute and deliver the Assignment and Assumption Agreement in the form attached hereto as Exhibit F; (i) the Purchaser and Xxxxxxx X. Xxxxx shall execute and deliver the Booth Employment Agreement in the form attached hereto as Exhibit A; and (j) The Purchaser and Xxxxx Xxxxxxxx, III shall execute and deliver the Xxxxxxxx Employment Agreement in the form attached hereto as Exhibit B.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At or prior to the Closing, Seller shall deliver or cause each to be delivered, to Buyer (provided that in the case of the following documents referred to in paragraphs (vii) to (xi) below such documents shall be deemed to have been delivered to Parent:Buyer if at the Closing they are located at any premises owned or controlled by the Company or any of its Subsidiaries): (i) instruments evidencing share certificates for the resignation Shares accompanied by share transfer forms duly executed by Seller; (ii) a receipt from Seller for the Closing Payment; (iii) copies of the resolutions (or local equivalent) of the board of directors and, where required, the shareholders of Seller, authorizing and approving this Agreement and the transactions contemplated hereby, certified by the corporate secretary or other senior officer or officers of Seller reasonably acceptable to Buyer to be true and complete and in full force and effect and unmodified as of the Closing Date; (iv) the Consents listed on Schedule 2.4(a)(iv); (v) the certificate required by Section 7.3; (vi) the written resignations of all directors and officers of the CompanyCompany and each of its Subsidiaries, including, the secretary of the Company and each of its Subsidiaries, and the auditors of the Company and each of its Subsidiaries; each resignation to be effective on the appointment of the directors, officers, secretaries and auditors to be appointed at the board meeting to be convened under Section 2.5; (iivii) General Releases from the certificate of registration, common seal (to the extent the Company and each officer and/or director Subsidiary has one); all statutory, minute and other record books and share certificate books of the Company, as well as Company and each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasorSubsidiary and all unused share certificates; (iiiviii) a certificate duly executed by the Secretary all ledgers and books of account of the Company certifying as to: and each Subsidiary; (Aix) all check books and a list of all bank accounts maintained by the full force Company and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing each Subsidiary; (x) all documents in the authority possession 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as Subsidiary relating to the good standing of Owned Real Property and the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p)Leased Real Property; and (vixi) a form of proxy as contemplated by Section 2.6(i) to appoint a nominee of Buyer as sole proxy of Seller to attend all other customary instruments shareholder meetings and documents in transactions of this kind reasonably requested by Parentexercise the votes attached to the Shares. (b) Parent At or prior to the Closing, Buyer shall (and Peabody shall cause each of the following Buyer to) deliver or cause to be delivered to Seller the Shareholdersfollowing: (i) a certificate the Closing Payment by wire transfer of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closingimmediately available funds; (ii) a certificate duly executed by receipt from Buyer for the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyShares; (iii) a certificate from an appropriate government official (dated copies of the resolutions of the board of directors of Peabody and Buyer authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, certified by the corporate secretary of Peabody and Buyer, as applicable, to be true and complete and in full force and effect and unmodified as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationClosing Date; and (iv) all other instruments and documents for transactions of similar nature reasonably requested the certificate required by the CompanySection 6.3.

Deliveries at the Closing. In addition to On the other requirements set forth hereindate hereof, at the Closing:Seller and Purchaser have executed this Agreement. Contemporaneously with the execution of this Agreement, (a) The Company shall cause each of the following to be delivered to ParentSeller shall: (i) instruments evidencing execute, acknowledge and deliver to Purchaser the resignation Sublease in the form of all directors and officers of Exhibit H-1 with respect to the CompanyLeased Premises; (ii) General Releases from each officer and/or director execute and deliver to Purchaser the Assignment of Marks in the Company, as well as each Shareholder who is not an officer or director form of the Company, duly executed by the applicable releasorExhibit H-2; (iii) a certificate duly executed by the Secretary execute and deliver to Purchaser those other instruments of the Company certifying as to: (A) the full force transfer and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 Partyconveyance specified in Exhibit H-3; (iv) certificates from appropriate government officials (each dated as execute and deliver to Purchaser the Assignment and Assumption Agreement in the form of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationExhibit H-4; (v) execute and deliver to Purchaser and Escrow Agent the FIRPTA Certificate called for by Section 5.7(p)Escrow Agreement; (vi) execute and deliver to Purchaser the Third Party Consents which are listed on Schedule 2.6(vi) hereto; and (vivii) all other customary instruments execute and documents deliver to Purchaser the Sublicense in transactions the form of this kind reasonably requested by ParentExhibit H-5. (b) Parent shall cause each of the following to be delivered to the ShareholdersPurchaser shall: (i) a certificate execute, acknowledge and deliver to Seller the Sublease in the form of Parent, duly executed by Parent, regarding compliance by Exhibit H-1 with respect to the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingLeased Premises; (ii) a certificate duly executed by execute and deliver to Seller the Secretary (or Assistant Secretary) Assignment of Parent certifying as to: (A) Marks in the full force and effect form of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyExhibit H-2; (iii) a certificate from an appropriate government official execute and deliver to Purchaser those other instruments of transfer and conveyance specified in Exhibit H-3 (dated as iv) execute, acknowledge and deliver to Seller the Assignment and Assumption Agreement in the form of a recent dateExhibit H-4; (v) certifying as execute and deliver to Seller and the Escrow Agent the Escrow Agreement; (vi) make offers of employment to the good standing Listed Employees; (vii) caused the wire transfer of Parent, Merger Subsidiary funds to Seller in the amount of Seven Million Six Hundred Fifty Thousand Dollars ($7,650,000); (viii) caused the wire transfer of funds to Escrow Agent in the amount of Eight Hundred Fifty Thousand Dollars ($850,000); (ix) pay or otherwise provide for the payment of one-half (50%) of all Transfer Taxes incurred in connection with this Agreement and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationthe transactions contemplated herein; and (ivx) all other instruments execute and documents for deliver to Purchaser the Sublicense in the form of Exhibit H-5. In the event this Agreement is executed but the transactions described above are not consummated on the date hereof, this Agreement shall be null and void. The execution by Seller and Purchaser of similar nature reasonably requested by a closing memorandum shall be conclusive evidence that the Companytransactions described above have been consummated.

Deliveries at the Closing. In addition (a) At the Closing, and each time Class A Non-Voting Shares are issued to CN pursuant to Section 1.4, the other requirements set forth hereinCorporation shall deliver to CN a certificate or certificates representing the Class A Non-Voting Shares to be issued to CN in the Exchange or pursuant to Section 1.4, as the case may be, registered in the name of CN, against, in the case of the Class A Non-Voting Shares issued at the Closing: , delivery at the Closing by CN of payment of $20 million and certificates for the CN WFI-CN Shares, accompanied by such documents and instruments of transfer necessary or required to transfer the CN WFI-CN Shares, on the books of WFI-CN, into the name of the Corporation. Each certificate representing CN Shares shall bear a legend containing the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN QUALIFIED FOR PUBLIC DISTRIBUTION IN CANADA AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH APPLICABLE CANADIAN SECURITIES LAWS AND THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SHAREHOLDERS AGREEMENT, DATED AS OF SEPTEMBER 9, 1999, AS AMENDED, BY THE CORPORATION AND THE PARTIES THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE CORPORATION. The requirement that the above securities legend be placed upon certificates evidencing any such securities shall cease and terminate upon the earliest of the following events: (a) when such securities are transferred in an initial public offering; (b) when such securities are transferred pursuant to Rule 144 under the 1933 Act; or (c) when such securities are transferred in any other transaction if the seller delivers to the Corporation an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Corporation to the effect that such legend is no longer necessary in order to protect the Corporation against a violation by it of applicable securities laws upon any sale or other disposition of such securities without registration thereunder. The Company requirement that the above legend regarding the Shareholders Agreement be placed upon certificates evidencing any such securities shall cause each cease and terminate upon the termination of the following Shareholders Agreement. Upon the occurrence of any event requiring the removal of a legend hereunder, the Corporation, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to be delivered to Parent: (i) instruments evidencing the resignation holder of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, any such securities as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) requirement for such legend shall have terminated, one or more new certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parentevidencing such securities not bearing such legend. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company Parent shall cause each deliver to Target and the Selling Stockholders certified resolutions of the following to be delivered to Parent: Executive Committee of its board of directors authorizing and approving (i) instruments evidencing the resignation transactions contemplated by this Agreement and the other Transaction Agreements, including the Merger (which shall include Parent’s approval in its capacity as the sole member of all directors Merger Sub) and officers (ii) Parent and Merger Sub’s execution and delivery of the Companythis Agreement and each other Transaction Agreement to which Parent or Merger Sub is a party; (b) Target shall deliver to Parent a certificate of the Secretary of Target, dated as of the date of this Agreement, attaching (i) a copy of the Certificate of Incorporation of the Target, as amended to date, certified by the Secretary of State of the State of Delaware as of a date that is not earlier than three (3) business days prior to the date of this Agreement, (ii) General Releases from each officer and/or director a copy of the CompanyBylaws of the Target, as well as each Shareholder who is not an officer or director of the Companyamended to date, duly executed by the applicable releasor; (iii) a certificate duly executed of good standing of the Target, issued by the Secretary of State of the Company certifying State of Delaware as to: of a date that is not more than three (A3) business days prior to the full force and effect date of this Agreement, (iv) resolutions of its duly adopted by Target’s board of directors (x) authorizing and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate approving the transactions contemplated by this Agreement and the Transaction Documents to which it is a Party; Agreements, including the Merger, (By) authorizing and approving the full force Target’s execution and effect delivery of the organizational documents of Merger Agreement and the Company attached thereto as exhibits; and (C) the incumbency and signature of the officers of the Company who have executed the other Transaction Documents Agreements to which the Company Target is a Partyparty and (z) recommending that the Target’s stockholders authorize and approve the transactions contemplated by this Agreement and the Transaction Agreements, including the Merger, and adopt the Merger Agreement, and (v) a unanimous written consent of the stockholders of Target authorizing and approving the transactions contemplated by this Agreement and the Transaction Agreements, including the Merger, and adopting the Merger Agreement; (ivc) each Selling Stockholder shall surrender to Parent for cancellation all certificates from appropriate government officials representing shares of Target Common Stock beneficially owned by such Selling Stockholder, together with any tax forms or instruments of transfer or assignment reasonably requested by Parent; (d) Parent shall execute and deliver the Transfer Agent Instructions, instructing its transfer agent to deliver to each Selling Stockholder a certificate representing the number of shares of Parent Common Stock that such Selling Stockholder is entitled to receive under Section 1.7(b) hereof, registered in the name of such Selling Stockholder and endorsed with the restrictive legends referenced in Section 2.8 hereof; (e) Parent shall have received the opinion of Xxxxxx X’Xxxxxxx, Target’s legal counsel, substantially in the form attached hereto as Exhibit 6.2(e); (f) Each Selling Stockholder shall have entered into an employment agreement with Merger Sub, substantially in the form attached hereby as Exhibit 6.2(f) (together, the “Employment Agreements”), whereby, effective as of the Effective Time, Xxxxxx X. Xxxxxx will be employed as the president of the Surviving Entity and Xxxxxx X. Xxxxx will be employed as the chief operating of the Surviving Entity; (g) Target and Parent shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit 6.2(g) terminating each of the JDA, the SPA and the Stockholders Agreement (the “Target Termination Agreement”); (h) each Selling Stockholder and Parent shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit 6.2(h) terminating such Selling Stockholder’s Consulting Agreement with Parent (the “Consulting Termination Agreement”); (i) each director and officer of Target shall have executed and delivered a letter of resignation to Parent, effective as of the Effective Time and substantially in the form attached hereto as Exhibit 6.2(i); (j) Target and each Selling Stockholder shall have executed and delivered such instruments of assignment and transfer which Parent may reasonably request to vest in Merger Sub all right, title and interest in and to the Intellectual Property (the “IP Assignment Agreement”); (k) Target and each Selling Stockholder shall have delivered to Parent a non-foreign affidavit dated as of a recent date) certifying as the date hereof, in form and substance required under Treasury Regulations issued pursuant to the good standing Section 1445 of the Company in its jurisdiction of organization and in each jurisdiction in which Code stating that it is qualified to conduct business not a “foreign person” as a foreign corporation; (v) the FIRPTA Certificate called for by defined in Code Section 5.7(p)1445; and (vil) all the Selling Stockholders and Target shall have delivered to Parent such other customary instruments and further certificates, assurances and documents as Parent may reasonably request in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each order to evidence the accuracy of the following Selling Stockholders’ and Target’s representations, warranties and the performance of the Selling Stockholders’ and Target’s covenants and agreements to be delivered performed at or prior to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyEffective Time.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At the Closing, the Seller shall deliver to the Buyer or cause each of the following to be delivered to Parentthe Buyer, as applicable: (i) instruments evidencing a counterpart of an assignment, assumption and bixx xf sale agreement (the resignation “Bixx xf Sale”), in the form of all directors and officers of Exhibit A hereto duly executed by the CompanySeller; (ii) General Releases from each officer and/or director a counterpart of the Companytrademark license agreement (the “Trademark License Agreement”), as well as each Shareholder who is not an officer or director in the form of the CompanyExhibit D hereto, duly executed by the applicable releasorSeller; (iii) a certificate counterpart of the trademarks assignment (the “Trademarks Assignment”), in the form of Exhibit E hereto, duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartySeller; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing counterpart of the Company patent assignment (the “Patent Assignment”), in its jurisdiction the form of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationExhibit F hereto, duly executed by the Seller; (v) such other duly executed instruments of sale, transfer, conveyance and assignment and assumption, as the FIRPTA Certificate called Buyer or its counsel may reasonably request, in form reasonably satisfactory to the Seller, to effectuate the transfer of the Acquired Assets to the Buyer (the “Other Assignment Documents”); (vi) copies of all consents listed on Schedule 3.3; (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 Services Agreement”), duly executed by Section 5.7(p)the Seller; and (vix) all other customary instruments and documents in transactions evidence satisfactory to the Buyer of this kind reasonably requested the Seller’s purchase of the product liability insurance required by ParentSection 6.9. (b) Parent At the Closing, the Buyer shall deliver or cause each of the following to be delivered to the ShareholdersSeller: (i) a certificate of Parent, duly executed A certified check representing the Cash Closing Payment required by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingSection 2.1(a); (ii) a certificate counterpart of the Bixx xf Sale, duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyBuyer; (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 certificate counterpart of the Trademark License Agreement, duly executed by the Buyer; (v) a counterpart of the Trademarks Assignment, duly executed by the Buyer; (vi) 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; (vii) certificates from an appropriate government official (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 recent datedate not more than twenty (20) certifying as days prior to the good standing Closing Date; (viii) a counterpart of Parentthe Transition Services Agreement, Merger Subsidiary duly executed by the Buyer; (ix) Buyer’s purchase order for Misonix Fume Products (the “Purchase Order”). The purchase price to be paid by the Buyer to the Seller for Misonix Fume Products ordered under the Purchase Order shall be either (a) the transfer price for the Misonix Fume Product as shown on Schedule 2.1(g); or (b) where there is no stated transfer price, the Seller’s standard cost for the Misonix Fume Products plus ten (10%) percent regardless of the delivery time of the Misonix Fume Products ordered pursuant to the Purchase Order. Exhibit I sets forth the methodology for calculating the Seller’s standard cost of manufacturing the Misonix Fume Products to be delivered pursuant to the Purchase Order where there is no stated transfer price for the Misonix Fume Product. The Seller will use reasonable commercial efforts to fulfill the Purchase Order in a timely manner. Notwithstanding anything to the contrary contained in the foregoing, if six (6) weeks after the Closing Date the Seller has not completed the Purchase Order, the Buyer will accept and Double Merger Subsidiary in their respective jurisdictions pay for such Misonix Fume Products as are then completed by the Seller and ready for delivery and release the Seller from the obligation to deliver the remaining amount of formation and/or organizationMisonix Fume Products under the Purchase Order without any penalty or liability therefor. Seller agrees that it will not commence the manufacture of any Misonix Fume Product which it knows, at the time, it cannot complete within the aforesaid six (6) weeks after the Closing Date; and (ivx) all other instruments and documents for transactions Proof of similar nature reasonably requested the Buyer’s product liability insurance coverage in an amount of not less than $1,000,000 with the Seller named as an additional named insured. (c) At the Closing, Grxxxxx X. Xxxxxx xnd Suxxx Xxxxxx xhall deliver to the Seller: (i) an executed Guaranty (the “Guaranty”), in the form of Exhibit H hereto, duly executed by the CompanyGrxxxxx X. Xxxxxx xnd Suxxx Xxxxxx.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At or prior to the Closing, Seller shall deliver or cause each of the following to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the ShareholdersPurchaser: (i) a certificate copy of Parent, duly executed the resolutions of the board of directors of Seller authorizing and approving the transactions contemplated by Parent, regarding compliance this Agreement certified by the Parent with its covenants company secretary or a director of Seller to be true and the truth complete and accuracy of its representations in full force and warranties in this Agreements, in each case effect and unmodified as of the Closing; (ii) a certificate duly executed copy of the resolutions of the shareholders of Seller passed pursuant to a shareholders’ ballot in accordance with the Act and the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, authorizing and approving the transactions contemplated by this Agreement certified by the Secretary company secretary or a director of Seller to be true and complete and in full force and effect and unmodified as of the Closing; (or Assistant Secretaryiii) of Parent certifying as tofor the Baddi Manufacturing Plant: (A) a sale deed in the full force form of Exhibit N (the “Deed”) duly stamped and effect executed by Seller in favor of resolutions Purchaser, conveying the whole of the right, title and interest of Seller in each parcel of the Baddi Manufacturing Plant to Purchaser, free and clear of all Encumbrances; and any novations, assignments and Consents as may be necessary to transfer such right, title and interest to Purchaser; and (B) the original documents of the title deed to Baddi Manufacturing Plant from which Seller has derived its board title to Baddi Manufacturing Plant; (iv) a “consent and no objection certificate” for Seller from the concerned Assessing Officer of directors attached thereto Income Tax pursuant to Section 281(1)(ii) of the Tax Act for the sale of the Business and the Transferred Assets, including the Baddi Manufacturing Plant as exhibits evidencing contemplated hereunder; (v) for each parcel of Leased Business Real Property, a lease deed, in the authority of Parent to consummate the transactions contemplated form mutually agreed upon by the Transaction Documents Parties prior to the Closing (the “Lease Deeds”), duly stamped and executed by Seller and the applicable third party to the applicable rental, lease or license Contract in favor of Purchaser; conveying the whole of the right, title and interest of Seller in the Leased Business Real Property to Purchaser; and any novations, assignments and Consents as may be necessary to transfer such right, title and interest to Purchaser; (vi) the R&D Agreement duly stamped and executed by Piramal Life Sciences Limited; (vii) the API Supply Agreement duly stamped and executed by Seller; (viii) each of the Contract Manufacturing Agreements duly stamped and executed by Seller; (ix) the Transition Services Agreement duly stamped and executed by Seller; (x) each of the Sanofi Sub-License Agreements duly stamped and executed by Seller; (xi) deeds of assignments in respect of all Purchased Intellectual Property in the forms of Exhibit P (collectively, the “IP Assignments”) duly stamped and executed by Seller and the originals of all prior deeds of assignment and other documents pursuant to which it is Seller has derived its title to the Purchased Intellectual Property; (xii) license agreements granting Purchaser and its Affiliates or Seller and its Affiliates, as applicable, the licenses set forth in Section 2.5, in the forms of Exhibit U (collectively, the “IP License Agreements”), duly stamped and executed by Seller or its Affiliates, as applicable; (xiii) a Partycertificate executed by the statutory auditor of Seller in Agreed Form: (A) certifying that all contributions required to be made in respect of the Transferred Employees to the Provident Fund and the Superannuation Fund by applicable Law and the terms of the Provident Fund and the Superannuation Fund for all periods up to the Closing Date have been timely made and paid in full; (B) the full force and effect specifying for each of the certificate Provident Fund and the Superannuation Fund, the balances that would be required to be transferred to Purchaser (or a trust account established by Purchaser) or in respect of incorporation and bylaws of Parent attached thereto as exhibitswhich the applicable insurance policy would need to be assigned or for which Purchaser would be required to obtain an insurance policy; and (C) certifying the incumbency and signature aggregate amount of the officers leave travel assistance, medical reimbursement, accrued bonus and ex-gratia accrued and not yet paid to each Transferred Employee by Seller for the period prior to the Closing Date; (xiv) an actuarial valuation report of Parent who have Gratuity Liability and Leave Provision entitlement for Seller under the Gratuity Fund and the Leave Provision of Seller, respectively, with respect to the Business Employees, dated within fifteen (15) days of the Closing Date, prepared by the actuary selected, and using the assumptions determined, pursuant to Section 8.3(a); (xv) a certificate in the form of Exhibit Q, dated as of the Closing Date, executed by Seller confirming the satisfaction of the conditions specified in Section 9.1 (insofar as Section 9.1(g) relates to Proceedings involving Seller); (xvi) a receipt from Seller in a form reasonably satisfactory to Purchaser acknowledging the receipt of the Initial Cash Consideration less the sum of: (A) an amount equal to the Transferred Employment Liabilities; and (B) any withholding of Taxes required to be withheld under applicable Law; (xvii) the TrueCare Transaction Documents duly stamped and executed by Seller and/or, if applicable, PHL Pharma Limited and/or its shareholders; and (xviii) a certificate, dated as of the Closing Date, executed by Seller confirming the satisfaction of the covenant specified in Section 7.7. (b) At or prior to which Parent is the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Initial Cash Consideration (as adjusted pursuant to Section 3.2(a)), less the sum of: (A) an amount equal to the Transferred Employment Liabilities; and (B) any withholding of Taxes required to be withheld under applicable Law with respect to the transactions contemplated by this Agreement, payable to the bank account designated in writing by Seller by means of a Partywire transfer of immediately available funds with value as of the Closing Date; (ii) the Deed executed by Purchaser; (iii) a certificate from an appropriate government official the Lease Deeds executed by Purchaser; (dated as iv) each of a recent datethe Sanofi Sub-License Agreements executed by Purchaser; (v) certifying as to the good standing API Supply Agreement executed by Purchaser; (vi) the R&D Agreement executed by Purchaser; (vii) each of Parentthe Contract Manufacturing Agreements executed by Purchaser; (viii) the Transition Services Agreement executed by Purchaser; (ix) the IP Assignments, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationif any, that require execution by Purchaser; (x) the IP License Agreements, if any, that require execution by Purchaser; (xi) the TrueCare Transaction Documents, executed by Purchaser; and (ivxii) all other instruments and documents for transactions a certificate in the form of similar nature reasonably requested Exhibit R, dated as of the Closing Date, executed by Purchaser confirming the Companysatisfaction of the conditions specified in Section 9.2 (insofar as Section 9.2(d) relates to Proceedings involving Purchaser).

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause each of On the following to be delivered to ParentClosing Date: (i) instruments The OP shall: (A) deliver to the other Parties a duly executed certificate from an officer of the OP, dated as of the Closing Date, to the effect that each of the conditions specified in Section 8.1 that is applicable to the OP has been satisfied (or waived); (B) deliver to the Ground Lessee (or to MGM, on behalf of the Ground Lessee), a duly executed copy of the A&R Partnership Agreement with an amended Exhibit A (“Partners, Contributions and Partnership Interests”) reflecting (A) the Ground Lessee’s status as a Limited Partner of the OP and (B) the Ground Lessee’s ownership of the Issued Units; and (C) deliver to MGP and the Ground Lessee a duly executed counterpart of a joinder, in form and substance reasonably satisfactory to MGM and MGP (a “Registration Rights Joinder”), evidencing the resignation of all directors OP’s acceptance and officers acknowledgement of the Company;Ground Lessee’s agreement to be bound by the terms and conditions of that certain Registration Rights Agreement, by and among MGP, the OP and the investors party thereto, dated as of April 25, 2016 (as the same may be amended, supplemented or otherwise modified from time to time, the “Registration Rights Agreement”). (ii) General Releases from each officer and/or director MGP shall: (A) deliver to MGM a certified copy of the Companyresolutions adopted by the conflicts committee of the board of directors of MGP evidencing the approvals described in Section 5.1; (B) deliver to the other Parties a duly executed certificate from an officer of MGP, dated as of the Closing Date, to the effect that each of the conditions specified in Section 8.1 that is applicable to MGP has been satisfied (or waived); (C) cause the OP GP to deliver to the Ground Lessee the consent to the admission of the Ground Lessee as a Limited Partner of the OP; and (D) deliver to the OP and the Ground Lessee a duly executed counterpart of the Registration Rights Joinder, evidencing MGP’s acceptance and acknowledgement of Ground Lessee’s agreement to be bound by the terms and conditions of the Registration Rights Agreement. (iii) MGM shall: (A) cause the Ground Lessee to deliver to the OP a joinder, substantially in the form set forth in the A&R Partnership Agreement and duly executed by the Ground Lessee, evidencing the Ground Lessee’s agreement to be bound by the terms and conditions of the A&R Partnership Agreement as a Limited Partner of the OP (the “Ground Lessee Joinder”); (B) deliver to the other Parties a duly executed certificate from an officer of MGM, dated as of the Closing Date, to the effect that each of the conditions specified in Section 8.1 that is applicable to MGM and the Ground Lessee has been satisfied (or waived); (C) cause the Ground Lessee to deliver to the other Parties, as well applicable, duly executed counterparts of each of the applicable Ancillary Documents, together with any amounts necessary for the payment of any applicable Transfer Taxes; (D) cause the Ground Lessee to deliver to MGP and the OP a duly executed counterpart of the Registration Rights Joinder, evidencing the Ground Lessee’s agreement to be bound by the terms and conditions of the Registration Rights Agreement; and (E) cause the Ground Lessee to deliver to the other Parties, as each Shareholder who is not applicable, a duly executed memorandum of sublease with respect to the Sublease, in form and substance reasonably acceptable to the Parties. (iv) The Landlord shall: (A) deliver to the other Parties a duly executed certificate from an officer or director of the CompanyLandlord, dated as of the Closing Date, to the effect that each of the conditions specified in Section 8.1 that is applicable to the Landlord has been satisfied (or waived); (B) deliver to the Tenant a counterpart of the Second Amendment to Master Lease, duly executed by the applicable releasorLandlord; (iiiC) deliver to the other Parties, as applicable, a duly executed memorandum of lease and subordination, nondisturbance and attornment agreement with respect to the Master Lease, each in form and substance reasonably acceptable to the Parties; and (D) deliver to the other Parties, as applicable, duly executed counterparts of each of the applicable Ancillary Documents together with any amounts necessary for the payment of any applicable Transfer Taxes. (v) The Tenant shall: (A) deliver to the other Parties a duly executed certificate from an officer of the Tenant, dated as of the Closing Date, to the effect that each of the conditions specified in Section 8.1 that are applicable to the Tenant have been satisfied (or waived); (B) deliver to the other Parties, as applicable, a duly executed memorandum of lease and subordination, nondisturbance and attornment agreement with respect to the Master Lease, each in form and substance reasonably acceptable to the Parties; (C) deliver to the other Parties, as applicable, a duly executed memorandum of sublease with respect to the Sublease, in form and substance reasonably acceptable to the Parties; (D) deliver to the Landlord a counterpart of the Second Amendment to Master Lease, duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p)Tenant; and (viE) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: deliver evidence (i) a certificate of Parentthat the Credit Agreement has been, duly executed by Parentor concurrently with the Closing is being, regarding compliance by paid in full or defeased and terminated and all liens securing obligations under the Parent Credit Agreement have been, or concurrently with its covenants and the truth and accuracy of its representations and warranties in this AgreementsClosing are being, in each case as of Closing; released, or (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect consent of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) lenders in accordance with the incumbency and signature terms of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as Credit Agreement to the good standing assumption of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyCredit Agreement.

Deliveries at the Closing. In addition Subject to the other requirements conditions set forth hereinin this Agreement, at the Closing: (a) The Company Sellers shall cause each of the following deliver to be delivered to Parent: Buyer (i) newly-issued certificate(s) representing all of the Shares in the name of the Buyer, (ii) written assignments of all of the Partnership Interests sufficient to convey to Buyer good title to the Partnership Interests, (iii) instruments of conveyance with respect to the Included Real Property reasonably acceptable to Buyer and the Sellers, (iv) with respect to each Corporation and Included Entity (as set forth on Exhibit B hereto) which is a corporation, instruments evidencing the resignation of all directors each director of such Corporation and officers of the Company; (ii) General Releases from Included Entity and each officer and/or director of the Companysuch Corporation and Included Entity, as well as each Shareholder who is not an officer or director of designated by Buyer at least five business days prior to the CompanyClosing, duly executed (v) all certificates and other instruments and documents which are expressly required pursuant to this Agreement to be delivered by Sellers to Buyer at the Closing and (vi) other certificates, instruments and documents reasonably requested by the applicable releasor; (iii) 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 and shareholders attached thereto as exhibits evidencing the authority of the Company Buyer which are necessary to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p)this Agreement; and (vib) Buyer shall (i) accept and purchase the Equity Interests and the Included Real Property from Sellers and pay and deliver to Sellers the Cash Portion by wire transfer of immediately available funds to a bank account or accounts, which account or accounts are to be specified in writing by the Sellers' Representatives at least two business days prior to the Closing Date, (ii) unless F-M has made the F-M Cash Election, deliver to the Sellers the certificates representing the shares of F-M Exchangeable Preferred Stock representing the Stock Portion, issued in the names of the Sellers as specified to F-M by the Sellers' Representatives at least three (3) business days prior to Closing, (iii) deliver to Sellers all certificates and other customary instruments and documents in transactions of which are expressly required pursuant to this kind Agreement to be delivered by Buyer to Sellers at the Closing and (iv) deliver to Sellers other certificates, instruments and documents reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent Sellers which are necessary 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companythis Agreement.

Deliveries at the Closing. In addition At the Closing, 10.2.1 The Buyer shall pay to the other requirements set forth herein, Sellers the Closing Payment in cash at the ClosingClosing by wire transfer of immediately available funds in U.S. dollars to a bank account specified in writing by the Sellers to the Buyer at least two (2) Business Days prior to the Closing Date. 10.2.2 Each Seller (as applicable) shall duly execute and deliver to the Buyer or Xxxxx’s nominee: 10.2.2.1 the Sellers’ Closing Certificate; 10.2.2.2 one or more grant deeds in substantially the form of Exhibit B, pursuant to which (abut subject to this Agreement) The Company the applicable Seller conveys the Owned Real Properties to the Buyer, or Buyer’s nominee, subject to the Permitted Encumbrances (collectively, the “Deeds”) and Buyer acknowledges and agrees that the conditioning of Sellers' conveyances in said Deeds by the Permitted Encumbrances shall cause each survive the Closing and any resulting merger into the Deeds and any other instruments; 10.2.2.3 one or more bills of sale in substantially the form of Exhibit B-1, pursuant to which (but subject to this Agreement) the applicable Seller conveys to Buyer, or Buyer’s nominee, its right, title and interest in and to its personal property located on the Owned Real Properties and the Leased Real Property; 10.2.2.4 an Assignment and Assumption of Leases in substantially the form of Exhibit C, or, in the case of Included Thrifty Agreements, Exhibit C-1, as applicable, pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the Leased Real Property to Buyer, or Buyer’s nominee, which may take the form of multiple assignments if Seller reasonably deems necessary (the “Assignment of Leased Property”); 10.2.2.5 an Assignment and Assumption of Easements, Licenses, Rights of Way and Other Pipeline Interests in recordable form in substantially the form of Exhibit D, pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the Xxxxxx Logistics and Marketing Terminals Pipeline Systems ROWs, to Buyer, or Buyer’s nominee, which may take the form of multiple assignments if Seller reasonably deems necessary (the “Assignment of Easements”); 10.2.2.6 one or more bills of sale in substantially the form of Exhibit D-1 pursuant to which (but subject to this Agreement) the applicable Seller conveys its right, title and interest in and to the Xxxxxx Logistics and Marketing Terminals Pipeline Systems to Buyer, or Buyer’s nominee; 10.2.2.7 a Bill of Sale, Assignment, and Assumption Agreement (the “Bill of Sale, Assignment and Assumption Agreement”), substantially in the form of Exhibit E, pursuant to which the applicable Seller conveys its right, title and interest in and to the Purchased Assets other than the Real Property Interests, and the interests conveyed by the instruments described in Sections 10.2.2.2, 10.2.2.3, 10.2.2.4, 10.2.2.5, and 10.2.2.6 above, and the Buyer assumes the Assumed Liabilities, to the Buyer, or Buyer’s nominee, which may take the form of multiple agreements if such Seller reasonably deems necessary; 10.2.2.8 an assignment of the following Xxxxxx Xxxxx Company Interests substantially in the form of Exhibit V, pursuant to which Products Cogeneration Company conveys the Xxxxxx Cogen Company Interests to the Buyer; 10.2.2.9 stock certificates for the Xxxxxx Xxxxx Company Shares, duly endorsed to Buyer or accompanied by duly executed stock powers; 10.2.2.10 a Certificate of Non-Foreign Status and a California 593(c) Form; 10.2.2.11 a certificate (attested by an officer of Seller) certifying to the adoption of resolutions by each Seller authorizing the due authorization of the execution and performance of this Agreement and the documents to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Companypursuant hereto; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 10.2.2.12 a certificate duly executed of good standing for each Seller, issued by the Secretary of State of the Company certifying as to: (A) the full force and effect of resolutions state of its board organization, a certificate of directors and shareholders attached thereto as exhibits evidencing good standing for the authority Xxxxxx Xxxxx Company issued by the Secretary of State of the State of Delaware, a certificate of good standing for the Xxxxxx Cogen Company to consummate the transactions contemplated issued by the Transaction Documents to which it is a Party; (B) the full force and effect Secretary of State of the organizational documents State of California and a certificate of good standing for each Seller and the Seller Guarantor, issued by the Secretary of State of its state of formation; 10.2.2.13 a certificate (attested by an officer of Seller) as to the Organizational Documents of the Xxxxxx Xxxxx Company attached thereto as exhibits; and (C) the Xxxxxx Cogen Company; 10.2.2.14 certificates of the incumbency and signature specimen signatures of the signatory officers of each Seller and the Company who have executed the Transaction Documents to which the Company is a PartySeller Guarantor; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as 10.2.2.15 the Other Agreements; 10.2.2.16 state, county and municipal transfer tax declarations, if applicable; 10.2.2.17 with respect to the good standing Dealer Loans, UCC-3 financing statements, assignments of deeds of trust or mortgages in recordable form, substantially in the form of Exhibit Q, and assignments of other collateral interests of the Company Sellers, substantially in its jurisdiction the form of organization Exhibit R, (to the extent not included in the Bill of Sale, Assignment and in each jurisdiction in which it is qualified to conduct business as a foreign corporationAssumption Agreement); (v) 10.2.2.18 Underground Storage Tank Change of Ownership Form for each of the FIRPTA Certificate called for Real Property Interests where underground storage tanks are located and owned by Section 5.7(p)the Sellers, as applicable, in form and substance acceptable to Sellers and Buyer; and (vi) all other customary instruments and documents in transactions 10.2.2.19 a Financial Certificate of this kind reasonably requested by Parentthe Seller Guarantor. (b) Parent 10.2.3 The Buyer shall cause each of the following to be delivered duly execute and deliver to the ShareholdersSellers: 10.2.3.1 the Buyer’s Closing Certificate; 10.2.3.2 the Deeds, to the extent necessary to confirm any covenants and restrictions that run with the land; 10.2.3.3 the Assignment of Leased Property; 10.2.3.4 the Assignment of Easements; 10.2.3.5 the Bill of Sale, Assignment, and Assumption Agreement; 10.2.3.6 (i) a resale certificate of Parent, duly executed by Parent, regarding compliance by with respect to the Parent with its covenants Hydrocarbon Inventory and Non- Hydrocarbon Inventory in a form reasonably satisfactory to the truth Sellers and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) any other certificates or instruments necessary for the sale and transfer of the Purchased Assets, Hydrocarbon Inventory and Non-Hydrocarbon Inventory without any sales, excise or use Taxes, all to be in a form reasonably satisfactory to the Sellers, and the Parties shall consult with each other to ensure that such instruments are in the form necessary for each Party to retain and maintain the applicable Tax exemption; 10.2.3.7 a certificate duly executed (attested by an officer of the Buyer) certifying to the adoption of resolutions by the Buyer authorizing the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; 10.2.3.8 a certificate of good standing for the Buyer, issued by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect State of the certificate Buyer’s state of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Partyformation; (iii) 10.2.3.9 a certificate from (attested by an appropriate government official (dated as officer of a recent dateBuyer) certifying as to the good standing Organizational Documents of Parent, Merger Subsidiary Buyer; 10.2.3.10 a certificate of incumbency and Double Merger Subsidiary in their respective jurisdictions specimen signatures of formation and/or organization; andthe signatory officers of the Buyer; (iv) all other instruments and documents for transactions of similar nature reasonably requested by 10.2.3.11 the Company.Other Agreements;

Deliveries at the Closing. In addition (a) At the Closing, the Company shall deliver to the other requirements set forth herein, Purchasers purchasing Preferred Shares at the Closing: (ai) The Company shall cause one stock certificate registered in the name of each Purchaser, representing that number of Preferred Shares being purchased by such Purchaser as set forth on Annex I; (ii) counterparts of each of the following to be delivered to Parent: (i) instruments evidencing Registration Rights Agreement and the resignation Stockholders' Agreement in the form of all directors EXHIBITS B and officers of C, respectively, attached hereto, duly executed by the Company; (iiiii) General Releases from each officer and/or director an opinion dated as of the date hereof of OGK, counsel to the Company, as well as each Shareholder who is not an officer or director of with respect to the Company, duly executed by the applicable releasor;matters set forth in EXHIBIT D; and (iiiiv) a certificate duly executed by of the Secretary of the Company dated as of the date hereof, certifying as to: (A) the full force that true and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority complete copies of the Company Company's Fundamental Documents (as hereinafter defined), as in effect on the date hereof, are attached to consummate the transactions contemplated by the Transaction Documents to which it is a Partysuch certificate as EXHIBIT E; (B) as to the full force incumbency and effect genuineness of the organizational documents signatures of each officer of the Company attached thereto as exhibitsexecuting any of the Documents; and (C) the incumbency and signature genuineness of the officers resolutions of the Board of Directors (the "Board") of the Company who have executed authorizing the Transaction execution, delivery and performance of the Documents to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to party and the good standing consummation of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parentcontemplated thereby. (b) Parent At the Closing, each Purchaser shall cause each of the following to be delivered deliver to the ShareholdersCompany: (i) a certificate the purchase price for the Preferred Shares being purchased by each Purchaser on such date; and (ii) counterparts of Parentthe Registration Rights Agreement and the Stockholders Agreement, duly executed by Parentsuch Purchaser. (c) At each Subsequent Closing, regarding compliance the Company shall deliver to the Purchaser: (i) one stock certificate registered in the name of each Purchaser, representing that number of Preferred Shares being purchased by such Purchaser as set forth on Annex I; and (ii) counterparts of the Parent with its covenants Registration Rights Agreement and Stockholders' Agreement. (d) At each Subsequent Closing, each Purchaser purchasing Preferred Shares at such Subsequent Closing shall deliver to the truth and accuracy of its representations and warranties in this Agreements, in Company: (i) the purchase price for the Preferred Shares being purchased by each case as of ClosingPurchaser on such date; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect counterparts of the certificate of incorporation Registration Rights Agreement and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanyStockholders' Agreement.

Deliveries at the Closing. In addition Subject to the other requirements conditions set forth hereinin this Agreement, at the Closing: (a) The Company shall cause each of BPI and/or the following to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Companyapplicable BP Selling Entity, as well as each Shareholder who is not an officer or director of the Companycase may be, duly executed by the applicable releasor; (iii) 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 and shareholders attached thereto as exhibits evidencing the authority of the Company shall deliver to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the ShareholdersIntcomex: (i) a certificate xxxx of Parentsale for the Purchased Assets, duly executed by Parentthe BP Asset Selling Entity in the form of Exhibit C attached hereto (the “Xxxx of Sale”), regarding compliance by with all necessary transfer documents and any other documents that are necessary to transfer to Intcomex (or a designated Affiliate thereof) good and marketable title to the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of ClosingPurchased Assets; (ii) a certificate an assignment and assumption agreement with respect to the Assumed Liabilities in the form of Exhibit D attached hereto (the “Assignment and Assumption Agreement”), duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a PartyBP Asset Selling Entity; (iii) the Cash Consideration (as adjusted by the Estimated Working Capital Adjustment) and the Employee Payment Obligation; (iv) the Fifth Amendment, duly executed by BPLA; (v) original share, stock or other equity certificates for the Purchased Equity Interests (to the extent such Purchased Equity Interests are represented by certificates), duly endorsed or accompanied by stock powers duly endorsed in blank; (vi) an intellectual property license agreement granting the Intcomex Parties the right to use certain Intellectual Property in the form of Exhibit E attached hereto (the “License Agreement”), duly executed by BPI and/or the applicable BP Party; (vii) assignments or consents, if any, granting the Intcomex Parties the right to continue to use Material Third Party Intellectual Property after the Closing under the same or reasonably equivalent terms and conditions under which the Business utilized such Material Third Party Intellectual Property prior to the Closing, duly executed by the licensor of such Material Third Party Intellectual Property and by BPI or the BP Selling Entity; (viii) (x) assignment of the BPLA Company Agreements, (y) those consents and/or waivers required for the assignment or change of control of the Company Agreements listed on Schedule 2.4(a)(viii) attached hereto, and (z) subject to the provisions of Section 2.5(a) hereof, those consents and/or waivers required in connection with the arrangements to be entered into pursuant to Section 2.5(a)(i) hereof listed on Schedule 2.4(a)(viii) attached hereto; (ix) a copy of the resolutions or consents of the board of directors (or comparable governing body with different name) of BPI and the BP Selling Entities authorizing the transactions contemplated herein, each certified by the Secretary of BPI and the applicable BP Selling Entity; (x) a certificate from an appropriate government official (dated as of a recent date) certifying Secretary of BPI and each of the BP Selling Entities as to the good standing incumbency and signatures of Parentthe officers of the BP Parties executing this Agreement; (xi) resignations of directors/auditors and bank signatories of the Purchased Subsidiaries, Merger Subsidiary if required by Intcomex, and Double Merger Subsidiary appointment of alternates effective at Closing; (xii) a letter addressed to the registered agent of BP Colombia Limited in their respective jurisdictions the British Virgin Islands confirming that BPLA has sold its shares of formation and/or organizationBP Colombia Limited to Intcomex Colombia and instructing the registered agent to recognize Intcomex Colombia as the registered agent’s client of record; (xiii) a certified copy of BP Colombia Limited’s updated share register evidencing the share transfer to Intcomex Colombia; and (ivxiv) all any other certificates and other instruments and documents for transactions of similar nature reasonably requested by Intcomex to be delivered by BPI or any of the CompanyBP Parties at or prior to the Closing or otherwise required in connection herewith. (b) Intcomex and/or the other applicable Intcomex Parties shall deliver to BPI and the BP Selling Entities: (i) to BPLA, stock certificates evidencing the Purchased Intcomex Stock registered in BPLA’s name; (ii) the Assignment and Assumption, duly executed by Intcomex (or a designated Affiliate thereof); (iii) the Fifth Amendment, duly executed by Intcomex and the other Intcomex shareholder parties thereto; (iv) the License Agreement, duly executed by Intcomex; (v) consents or waivers of third Persons under those Contracts listed on Schedule 2.4(b)(v) attached hereto; (vi) a copy of the resolutions or consents of the board of directors of Intcomex authorizing the transactions contemplated herein, certified by the Secretary of Intcomex; (vii) a certificate of Secretary of each of the Intcomex Parties as to the incumbency and signatures of the officers of the Intcomex Parties executing this Agreement; and (viii) any other certificates and other instruments and documents reasonably requested by BPI to be delivered by Intcomex or other Intcomex Parties at or prior to the Closing or otherwise required in connection herewith.

Deliveries at the Closing. In At the Closing, in addition to the ------------------------- other requirements set forth actions contemplated elsewhere herein, at the Closing: (a) The Company Seller shall deliver, or shall cause each of the following to be delivered delivered, to ParentBuyer the following: (i) instruments evidencing the resignation of certificates representing all directors and officers of the CompanyShares, duly endorsed for transfer or with stock powers affixed thereto executed in blank in proper form for transfer; (ii) General Releases from a certificate, dated the Closing Date and signed by the President or Vice President of Seller, as to the satisfaction of the conditions set forth in Section 9.1. (iii) copies of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Seller Transaction Documents, certified as of the Closing by the Secretary or an Assistant Secretary of Seller; (iv) certificates of good standing of a recent date for the Company and each officer and/or director Subsidiary, certified by the Secretaries of State of the Company's and each Subsidiary's respective jurisdiction of organization and of each state in which the Company and each Subsidiary is qualified to do business, and certificates from the appropriate taxing authorities as to the absence of Tax liens; (v) executed resignations and releases as requested by Buyer pursuant to Section 7.1(vii)(F); (vi) to the extent provided by Section 3.5(b), all of the ownership interest in Pine Grove Gas Development LLC owned by Seller or any of its affiliates; (vii) the original certificates representing the capital stock of each Subsidiary; and (viii) a certification of non-foreign status of Seller in accordance with Treasury Regulation (S)1.445-2(b)(2). (b) Buyer shall deliver, or shall cause to be delivered, to Seller the following: (i) Immediately available funds in the amount of the Closing Payment less the amount of the Deposit; (ii) a certificate, dated the Closing Date signed by the President or a Vice President of Buyer, as well as each Shareholder who is not an officer or director to the satisfaction of the Company, duly executed by the applicable releasorconditions set forth in Section 10.1; (iii) a certificate duly executed by the Secretary copy of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (Buyer's articles or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents all amendments thereof to which Parent is a Party; (iii) a certificate from an appropriate government official (dated date, certified as of a recent date) certifying as to 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 Parenta recent date for Buyer, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions certified by the Secretary of formation and/or organizationState of Delaware; and (iv) all other instruments a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and documents for transactions performance by Buyer of similar nature reasonably requested this Agreement and the Buyer Transaction Documents, certified as of the Closing by the CompanySecretary or an Assistant Secretary of Buyer.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following to be delivered to Parent: , (i) the Seller will deliver to the Purchaser the various certificates, instruments evidencing the resignation of all directors and officers of the Company; documents referred to in Section 9.1, (ii) General Releases from each officer and/or director of the CompanyPurchaser will deliver to the Seller the various certificates, as well as each Shareholder who is not an officer or director of the Companyinstruments and documents referred to in Section 9.2, duly executed by the applicable releasor; (iii) the Seller will execute, acknowledge (if appropriate) and deliver, or cause to be executed, acknowledged (if appropriate) and delivered, to the Purchaser (1) a certificate Xxxx of Sale (the "XXXX OF SALE") in the form attached to this Agreement as Exhibit A, (2) an Assignment Agreement for the Intellectual Property (the "ASSIGNMENT AGREEMENT") in the form attached to this Agreement as Exhibit B, (3) the certificates representing the Shares of Stromsholmen AB, duly executed by endorsed to Xxxxxx Sweden and the Secretary share ledger of Stromsholmen AB, (4) Deed (the "DEED") for the Owned Real Property in the form attached hereto as Exhibit C, (5) an Assignment and Assumption Agreement (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") in the form attached hereto as Exhibit D, (6) resolutions of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors of the Seller authorizing the execution of this Agreement and shareholders the conveyance of the Purchased Assets to the Purchaser, (7) the opinion of counsel to the Seller in the form attached thereto hereto as exhibits evidencing Exhibit E and an opinion of counsel to Stromsholmen AB in form and substance satisfactory to the Purchaser, (8) the Transition Services Agreement (the "TRANSITION SERVICES AGREEMENT") in the form attached hereto as Exhibit F, (9) such other instruments of sale, transfer, conveyance, and assignment, including any certificates of the Seller required for the Purchaser's title insurance as the Purchaser reasonably may request in form reasonably satisfactory to the Seller and the Purchaser or as required by applicable Governmental Entities, (10) consents identified on Schedule 9.1 and (11) such resignations of the officers and directors of Stromsholmen AB as the Purchaser may request and any power of attorney reasonably required by the Purchaser with respect to the authority of the Company Purchaser to consummate act on behalf of the board of directors of Stromsholmen AB pending registration of replacement members of the board of directors, (iv) the Purchaser will execute, acknowledge and deliver to the Seller (1) the Assignment and Assumption Agreement, (2) resolutions of the board of directors of Purchaser authorizing the execution of this Agreement and the consummation of the transactions contemplated by hereby, (3) opinions of counsel to Purchaser in the Transaction Documents to which it is a Party; form attached hereto as Exhibit G, (B4) the full force and effect of the organizational documents of the Company attached thereto as exhibits; Transition Services Agreement and (C5) such other instruments of assumption as the incumbency and signature of the officers of the Company who have executed the Transaction Documents to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as Seller reasonably may request in form reasonably satisfactory to the good standing of Seller and the Company in its jurisdiction of organization Purchaser or as required by applicable Governmental Entities, and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Purchaser will deliver to the Seller the Purchase Price as specified in Section 5.7(p); and (vi) all other customary instruments 2.4, subject to any adjustment following the Closing as provided in Section 2.5, and documents in transactions the Purchaser's share of this kind reasonably requested by Parent. (b) Parent shall cause each of the following any recording and filing fees required to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance paid by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent Purchaser pursuant 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanySection 12.3.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause each of At the following to be delivered to Parent: Closing, Buyer (i) instruments evidencing will deliver to Seller the resignation of all directors and officers of the Company; certificate referred to in Section 8.2(a), (ii) General Releases from each officer and/or director of will pay to Seller the CompanyPurchase Price, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) a certificate duly executed by will accept the Secretary of the Company certifying as to: (A) the full force Shares from Seller and effect of resolutions of its board of directors and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as subject to Section 7.7, will accept, or will designate an Affiliate to accept, the good standing transfer of the Additional Marine Assets from El Paso Tankships USA Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentBuyer or Buyer's designee. (b) Parent shall At the Closing, Seller will deliver, or cause each of the following to be delivered delivered, to the Shareholders: Buyer (i) a the certificate of Parentreferred to in Section 8.3(a), duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by instruments of assignment and transfer as shall be necessary to transfer to Buyer all of Seller's right, title and interest in and to the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; Shares, (iii) a certificate from an appropriate government official (dated as the minute books, stock records and corporate seals of a recent date) certifying as to the good standing of ParentCompany and the Transferred Subsidiaries, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments executed resignation letters of (or resolutions removing) the El Paso Officers and documents for transactions Directors from their respective positions on the board and offices at the Company and the Transferred Subsidiaries, and (v) Seller's possessory interests in and to the Shares. At Closing, subject to Section 7.7, Seller shall cause El Paso Tankships USA Company to convey 100% of similar nature reasonably requested by the Companyright, title and interest in and to the Additional Marine Assets to the Buyer (or its designee) pursuant to a xxxx of sale substantially in the forms attached hereto as Exhibit A. (c) At the Closing, El Paso Merchant Energy - Petroleum Company and Buyer will execute and deliver a mutually-agreed Transition Services Agreement, containing the material terms set forth in Exhibit E attached hereto. (d) At the Closing, if the Vitol Agreement has not been terminated, Buyer and Seller will execute and deliver a mutually agreed make-whole agreement, as described in Section 6.2(g) and containing the materials terms set forth in Exhibit F attached hereto.

Deliveries at the Closing. In At the Closing, in addition to the other requirements fulfillment of any of the conditions required of any Party as set forth herein, at the Closing: in ‎ARTICLE 6 and ‎ARTICLE 7: (A) Seller will deliver to Buyer or an Affiliate thereof: (a) The Company shall cause each a validly executed stock power in the form attached hereto as Schedule 2.4a(1) signed by the Seller and a share certificate covering the Shares issued in the name of the following to be delivered to Parent: (i) instruments evidencing the resignation Buyer or of all directors and officers an Affiliate of the Company; (ii) General Releases Buyer as trustee for the Buyer and the Shares transferred from each officer and/or director the Seller to the Buyer or an Affiliate of the Buyer as trustee for the Buyer, and the registration of the Buyer or an Affiliate of the Buyer as trustee for the Buyer as the shareholder owning the Shares in the shareholder register of the Company, and deliver to the Buyer or an Affiliate of the Buyer as well trustee for the Buyer such shareholder register, signed by a duly authorized Company officer, in the form attached hereto as each Shareholder who is not an officer or director Schedule 2.4a(2); (b) validly executed copy of a unanimous written resolution of the Company's Board of Directors, substantially in the form of Schedule 2.4b approving: (1) the sale and transfer of the Shares as set forth herein this Agreement; and (2) the appointment of the Buyer's directors, as detailed in Section ‎5.7; (c) resignation and release letter by the directors nominated by the Seller effective at Closing and a duly executed by and binding copy of the applicable releasor; Seller Directors POA as set forth in Section ‎5.7; (iiid) a certificate duly executed by the Secretary Seller and an officer of the Company certifying nominated by the Seller in a form attached herein as to: Schedule 2.4d; (Ae) the full force Closing Balance Sheet; and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing (f) the authority of the Company to consummate the transactions contemplated Post Closing Parent Corporate Governance Agreement signed by the Transaction Documents to which it is a PartySeller; and (B) the full force and effect of the organizational documents of the Company attached thereto as exhibitsBuyer or an Affiliate thereof will deliver to Seller; 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (iia) a certificate duly executed by the Secretary (Buyer or Assistant Secretary) an Affiliate thereof and containing the representation and warranty of Parent certifying as to: (A) Buyer or an Affiliate thereof that the full force conditions set forth in Sections 7.1 through 7.3, and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party7.5 through 7.6 have been duly satisfied; (Bb) confirmation from the full force and effect Buyer or an Affiliate thereof that the Escrow Amount has been deposited with the Escrow Agent in accordance with the terms of the certificate of incorporation and bylaws of Parent attached thereto as exhibitsEscrow Agreement; and (Cc) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated Consideration as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary specified in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the CompanySection 2.2.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The At the Closing, the Company shall cause issue and deliver certificates evidencing the Series A Preferred Shares to be sold at such Closing to each of the following to be Purchasers (or its nominee) against delivery of the Purchase Consideration and the Company shall have delivered to Parentthe Purchasers a certified copy of the Company’s register of members reflecting the transactions hereunder. At the Closing, the Company shall deliver to the Purchasers: (i) instruments evidencing the resignation of all directors and officers opinions dated as of the date hereof, of counsel to the Company, substantially to the effect set forth in Exhibit E hereto; (ii) General Releases from each officer and/or a certificate of a director of the Company, Company dated as well as each Shareholder who is not an officer or director of the CompanyClosing Date, duly executed by the applicable releasor; (iii) a certificate duly executed by the Secretary of the Company certifying as tocertifying: (A) the full force Company’s Articles, as in effect on the date hereof, as true and effect complete and attaching certified copies of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Partysame; (B) as to the full force incumbency and effect genuineness of the organizational documents specimen signatures of each officer of the Company attached thereto as exhibitsexecuting any of the Equity Financing Documents; and (C) the incumbency resolutions of both the Board and signature of the officers shareholders of the Company who have executed authorizing the Transaction execution, delivery and performance of the Equity Financing Documents to which the Company is a Partyparty and the consummation of the transactions contemplated thereby, as true and complete and attaching copies of same (including but not limited to the adoption and filing of the Articles and the issuance of the Preferred Shares); and (iii) duly executed and delivered Warrants to purchase 15,000,000 Ordinary Shares and the Arrangement Fee Warrants on the terms set forth in the Equity Financing Documents. (i) At the Closing, the Purchasers shall deliver to the Company the Purchase Consideration as follows: (x) The JPMP Purchasers shall deliver to the Company the JPMP Consideration in readily available funds. (y) Subject to the provisions of this paragraph, QPL International Holdings Limited shall deliver to the Company an irrevocable written waiver of payment of all trade accounts due and payable to the QPL Purchasers by the Company or any of its Subsidiaries as of the Closing Date starting with the earliest invoices and working forward chronologically, up to an amount equal to US$7,500,000 (such amount, the “QPL Payables” and the aforesaid waiver of such cash amounts, the “QPL Waiver Consideration”). On the Closing Date, the chief executive officer of the Company shall have certified in writing the amount of the QPL Payables. In the event that the QPL Payables shall be less than US$7,500,000 in the aggregate as of the Closing Date, QPL International Holdings Limited (or a Permitted Transferee thereof, as defined in the Shareholders Agreement) shall deliver to the Company an amount in readily available funds equal to the difference between (1) US$7,500,000 and (2) the aggregate amount of the QPL Payables as of the Closing Date (such cash amount, the “QPL Cash Consideration” and together with the QPL Waiver Consideration, the “QPL Consideration”). (ii) The QPL Purchasers and the Company shall each execute and deliver an amended and restated Supply Agreement (the “Supply Agreement”) substantially to the effect set forth in Exhibit C hereto, such amendments to provide solely that payment terms thereunder shall be no more than (1) 30 days at any time for invoices issued prior to November 1, 2005 or (2) at any time for invoices issued after October 31, 2005 but prior to the first anniversary of the Closing Date, the longer of (A) 60 days or (B) the average of such payment arrangements achieved, consistent with past practice, between the Company and its Subsidiaries on the one hand, and its major material vendors (as set forth in Annex B hereto) on the other hand (such adjustments to be determined on a trailing quarterly basis) but in no event longer than 90 days; provided, that such amendments shall also provide that the term of the Supply Agreement shall be extended to September 15, 2006. (c) The obligation of each Purchaser to purchase and deliver the Purchase Consideration for the Preferred Shares at the Closing, as provided in Section 1.3, shall be subject to the performance by the Company of its agreements theretofore to be performed hereunder and to the satisfaction (or waiver), prior thereto or concurrently therewith, of the following further conditions: (i) All required shareholder and regulatory consents and approvals, if any, applicable to the Company having been obtained; (ii) The Purchasers shall have agreed (which agreement shall not be unreasonably withheld) on a management incentive program approved by the Board; (iii) As of the Closing Date, the Company shall have repaid or obtained waivers or amendments on terms reasonably acceptable to the Purchasers with respect to (A) the Term Loan Facility Agreement, dated November 23, 2004, among Standard Chartered Bank (Hong Kong) Limited, TGGT Equipment (HK Limited), the Company and ASAT Limited (the “Standard Chartered Loan Facility”), and (B) the Loan Agreement, dated February 23, 2005, between China Construction Bank and ASAT Semiconductor (Dongguan) Limited (the “China Construction Bank Loan Facility”), in each case sufficient to ensure that no default or event of default under either such agreement is continuing; (iv) certificates from appropriate government officials (each dated The Supply Agreement shall be valid, enforceable and in full force and effect on and as of the Closing Date and the Company and the QPL Purchasers shall each be in compliance in all material respects with the terms and conditions thereof, and the Purchasers shall have received a recent date) certifying as to certificate, dated the good standing Closing Date and signed by a chief executive officer or chief financial officer of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporationCompany, confirming the foregoing; (v) The Company shall have received a favorable fairness opinion with respect to the FIRPTA Certificate called transactions contemplated by the Equity Financing Documents (the “Series A Financing Transactions”) and the transactions contemplated by the Purchase Money Loan Agreement, dated July 31, 2005, among the Company, the lenders named therein and Asia Opportunity Fund, L.P., as Administrative Agent (as amended, restated, modified or otherwise supplemented from time to time, the “Loan Agreement”; such transactions, the “Loan Agreement Transactions”; and the Loan Agreement Transactions together with the Series A Financing Transactions, the “Transactions”), considered as a whole, from Xxxxxxxx Xxxxx Xxxxxx & Xxxxx (“HLHZ”); (vi) The terms and conditions of the Transactions and the Supply Agreement shall have been approved by a majority of the disinterested directors of the Board; (vii) The Transactions shall have been approved by the shareholders of the Company; (viii) There shall have been issued a “clean” and unqualified opinion from an independent accounting firm with respect to the Company’s audited consolidated financial statements and statement of financial condition for and at the year ended April 30, 2005 (which does not include a “going concern” exception, after taking account the effect of the Series A Financing Transactions and the Loan Agreement Transactions, or other language the Purchasers reasonably deem to have a negative or adverse effect on the Company); (ix) The Loan Agreement shall have been duly executed and delivered and shall be a valid, legally binding and enforceable obligation of the parties thereto; (x) There shall have been no default or event of default under the Indenture or any material agreement of the Company or any of its Subsidiaries that is continuing; (xi) There shall not have occurred or become known to the Purchasers (as agreed by Section 5.7(pthe Purchasers) any material adverse change or new material adverse condition since the date of this Agreement in or affecting the business, operations, assets, property, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries, taken as a whole; (xii) The chief executive officer or chief financial officer of the Company shall have certified that the Company to his knowledge it and its Subsidiaries are in compliance with all material finance, supply, operating, sales and other contracts and agreements, and all regulatory and statutory requirements which the Company is currently or may in the future be subject to as at the Closing Date; (xiii) There shall not have occurred a material disruption of or material adverse change in financial, banking or capital market conditions or the computer electronics industry that, in the Purchasers’ reasonable judgment, could materially adversely effect the Company or its Subsidiaries; (xiv) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified as to materiality, which shall be true in all respects) on and as of the Closing Date, except for such representations and warranties made as of a specified earlier date, which shall have been true and correct as of such date; (xv) QPL shall have obtained shareholder approval of the transactions contemplated by the Agreement if and as required by the Hong Kong Stock Exchange (the “HKSE”); (xvi) There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that any of the Transactions not be consummated as provided herein or the Loan Agreement; (xvii) [RESERVED]; and (vixviii) all other customary instruments Each Purchaser shall have delivered the applicable Purchase Consideration and documents the chief executive officer or chief financial officer of the Company shall have certified in transactions writing to the amount of this kind reasonably requested by Parentthe QPL Payables. The Purchasers reserve the right to have the Company represent and warrant in writing that each of the conditions precedent to the obligations of the Purchasers have been satisfied on and as of the Closing Date. (bd) Parent The obligation of the Company to issue and deliver the Preferred Shares on the Closing Date shall cause each be subject to the satisfaction (or waiver by the Company), prior thereto or concurrently therewith, of the following to be delivered to the Shareholdersfurther conditions: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its The representations and warranties of the Purchasers set forth the this Agreement shall be true and correct in this Agreementsall material respects (except for such representations and warranties that are qualified as to materiality, which shall be true in each case all respects) on and as of Closingthe Closing Date, as applicable, except for such representations and warranties made as of a specified earlier date, which shall have been true and correct as of such date; (ii) There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a certificate duly executed by court of competent jurisdiction directing that any of the Secretary Transactions not be consummated as provided herein or the Loan Agreement; (or Assistant Secretaryiii) The Company shall have received a favorable fairness opinion with respect to the Transactions, considered as a whole, from HLHZ; (iv) A majority of Parent certifying as to: the disinterested directors of the Board shall have approved the Transactions and the Supply Agreement; (Av) the The Supply Agreement shall be valid, enforceable and in full force and effect on and as of resolutions the Closing Date and the QPL Purchasers shall be in compliance in all material respects with the terms and conditions thereof; (vi) There shall have been issued a “clean” and unqualified opinion from an independent accounting firm with respect to the Company’s audited consolidated financial statements and statement of its board financial condition for and at the year ended April 30, 2005 (including no “going concern” exception, after taking account the effect of directors attached thereto the Series A Financing Transactions and the Loan Agreement Transactions); (vii) The Loan Agreement shall have been duly executed and delivered and shall be a valid, legally binding and enforceable obligation of the parties thereto; (viii) The Irrevocable Voting Agreement shall have been executed on or prior to the date of this Agreement by holders with the right to vote, or direct the voting of, at least 70% of the Company’s outstanding Ordinary Shares as exhibits evidencing of the authority date of Parent such Agreement at a special meeting of the Company’s holders of Ordinary Shares called to consummate approve the entering into this Agreement by the Company, and shall remain in full force and effect; (ix) There shall have been no event of default under the Outstanding Debt Instruments; (x) All required shareholder and regulatory consents and approvals, if any, applicable to the Company and the QPL Purchasers having been obtained; (xi) The Purchasers shall have executed and delivered a certificate stating that they have complied with all covenants and agreements herein to be complied with by them before the Closing Date; (xii) On or prior to the date 40 days after the date of this Agreement, QPL shall have obtained shareholder approval of the transactions contemplated by the Transaction Documents to which it is a Party; (B) Agreement if and as required by the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationHKSE; and (ivxiii) Concurrently with the execution and delivery of this Agreement by QPL International Holding Limited, Xx. X. X. Xx shall execute and deliver an irrevocable voting agreement in form and substance reasonably satisfactory to the Company pursuant to which he shall have irrevocably agreed, among other things, to vote all other instruments shares of QPL International Holdings Limited stock beneficially owned by him, representing approximately 30% of the outstanding voting power of QPL International Holdings Limited stock, in favor of the transactions contemplated by this Agreement at any meeting of shareholders of QPL International Holdings Limited convened to vote thereon, and documents for to use his reasonable best efforts to cause the board of directors of QPL International Holdings Limited to recommend that its shareholders approve the transactions of similar nature reasonably requested contemplated by the Companythis Agreement.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company At the Closing, Seller shall cause each of the following deliver to be delivered to ParentBuyer: (i) instruments evidencing a counterpart of an assignment, assumption and xxxx of sale (the resignation “Xxxx of all directors Sale”) to be entered into by and officers between Seller and Newco, in the form of the CompanyExhibit B hereto, duly executed by Seller; (ii) General Releases from each officer and/or director a counterpart of an assignment in favor of Newco of all of Seller’s rights and interests in and to all Seller Contracts, Seller Intellectual Property, Permits, Licenses and all other rights (the Company“Assignment”), as well as each Shareholder who is not an officer or director in the form of the CompanyExhibit C hereto, duly executed by Seller; (iii) an officer’s certificate of Seller enclosing a certified copy of the articles of incorporation and by-laws of Seller and the authorizing resolutions and incumbency certificates of Seller and its directors and shareholders for this Agreement and the Documents; (iv) an officer’s certificate of Seller certifying that the representations and warranties of Seller herein shall be true and correct as of the Closing Date and that Seller has performed all its agreements and covenants hereunder; (v) certificates of the Shareholders certifying that the representations and warranties of the Shareholders herein shall be true and correct as of the Closing Date and that the Shareholders have performed all their agreements and covenants hereunder; (vi) the opinion of counsel for Seller referred to in Section 3.8; (vii) a schedule showing how the Purchase Price will be allocated; (viii) a counterpart of the Escrow Agreement, duly executed by Seller, Shareholders and Associated Bank; (ix) a counterpart of the Non-Competition Agreement, duly executed by Seller; (x) an assignment in favor of Newco of all Leases (the “Assignment of Leases”) and estoppel certificates in respect of all Leases, duly executed by Seller and all landlords and sublessors, in form and substance satisfactory to Buyer; (xi) satisfactory evidence of applicable releasorBulk Sales compliance; (xii) an amendment of the certificate of incorporation of Seller reflecting name change of Seller to a name not containing the word “CarTika”; and (xiii) an assignment of Seller’s rights, title and interests in and to the Stock Purchase Price to Shareholders. (b) At the Closing, Buyer shall deliver to Seller: (i) the Cash Purchase Price less the sum of the Cash Holdback, the Deposit and the Retained Amount as provided in Section 2.2(c); (ii) a counterpart of the Xxxx of Sale, duly executed by Newco; (iii) a certificate counterpart of the Assignment, duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders 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 organizational documents 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 PartyNewco; (iv) certificates from appropriate government officials a registered stock certificate representing fifty percent (each dated as of a recent date50%) certifying as to the good standing of the Company Stock Purchase Price less fifty percent (50%) of the Holdback Shares registered in its jurisdiction the name of organization and X. Xxxxxxx as specified in each jurisdiction in which it is qualified to conduct business as a foreign corporationSection 2.2(c); (v) a registered stock certificate representing fifty percent (50%) of the FIRPTA Certificate called for by Stock Purchase Price less fifty percent (50%) of the Holdback Shares registered in the name of X. Xxxxxxx as specified in Section 5.7(p2.2(c); and; (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following Cash Holdback to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties deposited into escrow as provided in this Agreements, in each case as of ClosingSection 2.2(c); (iivii) registered stock certificates representing the Holdback Shares registered in the names X. Xxxxxxx and X. Xxxxxxx to be deposited into escrow as provided in Section 2.2 (c); (viii) an officer’s certificate of Buyer enclosing a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect certified copy of the certificate of incorporation and bylaws by-laws of Parent attached thereto as exhibits; Buyer and (C) the authorizing resolutions and incumbency certificates of Buyer and signature of its directors for this Agreement and the officers of Parent who have executed the Transaction Documents to which Parent is a PartyDocuments; (iiiix) an officer’s certificate of Buyer certifying that the representations and warranties of Buyer herein shall be true and correct as of the Closing Date and that Buyer has performed all its agreements and covenants hereunder; (x) a certificate from an appropriate government official counterpart of the Escrow Agreement, duly executed by Buyer; (dated as xi) a counterpart of the Non-Competition Agreement, duly executed by Newco; (xii) a recent date) certifying as to counterpart of the good standing Assignment of ParentLeases, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organizationduly executed by Newco; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. In addition to the other requirements set forth herein, at At the Closing: (a) The Company shall cause each of the following to be delivered to Parent: , (i) instruments evidencing Seller will deliver to Buyers the resignation of all directors various certificates, instruments, and officers of the Company; documents referred to in Section 6(a) below; (ii) General Releases from each officer and/or director of Buyers will deliver to Seller the Companyvarious funds, as well as each Shareholder who is not an officer or director of the Companycertificates, duly executed by the applicable releasor; instruments, and documents referred to in Section 6(b) below; (iii) a certificate duly executed by the Secretary of the Company certifying as to: Seller will execute, acknowledge (if appropriate), and deliver (A) to PharmaCare US an Assignment and Xxxx of Sale in the full force and effect form of resolutions of its board of directors and shareholders 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; Exhibit A-1, (B) to PharmaCare Australia an Assignment and Xxxx of Sale in the full force form of Exhibit A-2, (C) to PharmaCare Australia a counterpart Trademark Assignment in the form attached hereto as Exhibit C, (D) to Buyers a counterpart Instrument of Assumption in the form attached hereto as Exhibit B, (E) to Buyers an Assignment and effect Assumption Agreement in the form attached hereto as Exhibit F, and (F) to Buyers such other instruments of sale, transfer, conveyance, and assignment as Buyers and their counsel may reasonably request; (iv) Buyers will execute and deliver to Seller a counterpart Instrument of Assumption in the organizational documents form attached hereto as Exhibit B; (v) PharmaCare Australia will execute and deliver to Seller a counterpart Trademark Assignment in the form attached hereto as Exhibit C; (vi) Buyers will execute and deliver to Seller a counterpart Assignment and Assumption Agreement in the form attached hereto as Exhibit F; (vii) Buyers will execute, acknowledge (if appropriate), and deliver to Seller such other instruments of the Company attached thereto assumption as exhibitsSeller and its counsel may reasonably request; and (Cviii) Buyers will deliver to Seller the incumbency and signature of the officers of the Company who have executed the Transaction Documents consideration specified in Section 2(c)(i) above (as may be adjusted pursuant to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p2(c)(ii); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent). (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Company.

Deliveries at the Closing. (a) In addition to the other requirements set forth herein, at the Closing: (a) The , the Company shall deliver, or cause each of the following to be delivered to ParentBuyer the following: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) a certificate duly executed by of the Secretary of the Company certifying as to: (A) the full force and effect of resolutions the certificate of its board incorporation and bylaws of directors and shareholders the Company 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; exhibits, (B) the full force and effect of the organizational documents resolutions of the Company attached thereto as exhibits; and (C) the incumbency and signature of the officers of Board authorizing the Company who have executed to enter into this Agreement and the other Transaction Documents to which the Company is a Partyparty and (C) the incumbency of each officer of the Company who executes Transaction Documents to which the Company is a party; (ivii) certificates from appropriate government officials (each dated as a certificate of a recent date) the Secretary of State of Delaware certifying as to the good standing of the Company in its jurisdiction the State of organization Delaware as of a recent date; (iii) a release agreement substantially in the form attached hereto as Exhibit D (the “Seller Release”), executed by each Seller. (iv) a duly executed certificate, in form and substance reasonably satisfactory to Buyer, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing and in each jurisdiction in which it accordance with Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h) so that Buyer is qualified not required to conduct business as a foreign corporation;withhold any portion of the Purchase Price under Section 1445 of the Code and the regulations thereunder; and (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentBuyer or Buyer Sub. (b) Parent In addition to the other requirements set forth herein, at the Closing, Buyer shall deliver or cause each of the following to be delivered to the ShareholdersCompany the following: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent Buyer certifying as to: (A) the full force and effect of the organizational documents of Buyer attached thereto as exhibits, (B) the full force and effect of resolutions of its Buyer’s board of directors attached thereto as exhibits evidencing authorizing Buyer to enter into this Agreement and the authority of Parent to consummate the transactions contemplated by the other Transaction Documents to which it Buyer is a Party; party and (BC) the incumbency of each officer of Buyer who executes a Transaction Document to which Buyer is a party; (ii) a certificate of the Secretary of Buyer Sub certifying as to: (A) the full force and effect of the certificate of incorporation and bylaws of Parent Buyer Sub attached thereto as exhibits; , (B) the full force and effect of resolutions of Buyer Sub’s board of directors authorizing Buyer Sub to enter into this Agreement and the other Transaction Documents to which Buyer Sub is a party and (C) the incumbency and signature of the officers each officer of Parent Buyer Sub who have executed the executes a Transaction Documents Document to which Parent Buyer Sub is a Partyparty; (iii) a certificate from an appropriate government official (dated as of a recent date) the Secretary of State of Delaware certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary Buyer in their respective jurisdictions the State of formation and/or organizationDelaware as of a recent date; (iv) a certificate of the Secretary of State of Delaware certifying as to the good standing of Buyer Sub in the State of Delaware as of a recent date; and (ivv) all other instruments and documents for transactions of similar nature reasonably requested by the Company. (c) In addition to the other requirements set forth herein, at the Closing, each Seller shall deliver to the Buyer Sub or its designee any certificates or other written documents or instruments representing the Securities owned by such Seller (as set forth on Annex I hereto), duly endorsed or accompanied by appropriate stock powers duly executed in blank or other appropriate transfer documentation.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause each At the Closing, Seller, or its Subsidiaries, as applicable, will (i) execute, acknowledge (if appropriate) and deliver to Purchaser (1) such appropriately executed specialty warranty deeds (the "Deeds") in the form attached hereto as Exhibit F (with such changes and modifications as are required under applicable state law in respect of special or limited warranty deeds, provided that such changes and modifications do not materially increase the scope of the following warranties contained in the deeds or Seller's or its Subsidiaries' liability or obligations under such deeds) and (2) other instruments of sale, assignment, transfer and conveyance in the form attached hereto as Exhibit B (including a xxxx of sale with respect to personal property owned by Seller and located on a Portfolio Property, an assignment and assumption of leases and security deposits and an assignment and assumption of the Assumed Loans and Assigned Contracts and tenant and utility letters) evidencing and effecting the sale and transfer to Purchaser of the Portfolio, and such other documents as are specifically required to be executed by Seller by this Agreement (it being understood that all such instruments and other documents (other than the Deeds delivered at Closing and any Deferral Closing) shall be in the nature of "quitclaim" deeds and assignments and shall not require Seller or any other Person to make any representations, warranties or covenants (other than that Purchaser is assuming the Assumed Liabilities), including as to matters of title, express or implied); (ii) deliver to Purchaser the certificates required pursuant to Sections 5.2(a), 5.2(b) and 5.2(c); (iii) execute and deliver to Purchaser the FIRPTA Certificate; (iv) deliver to Purchaser possession of the Properties, subject to the Permitted Liens; and (v) deliver such other documents as are required to be delivered by Seller at the Closing pursuant to Parent: the terms hereof (isubject to the limitations as to representations, warranties and covenants set forth in clause (i)(2) instruments evidencing above) to effect the resignation Sale and the other transactions contemplated hereby. Notwithstanding the warranties in the Deeds delivered by Seller or the applicable Subsidiary of Seller that holds title to any Portfolio Property immediately prior to the Closing, Purchaser and Parent agree that in no event shall Seller or its Subsidiaries have any liability whatsoever under or in connection with such warranties or Deeds unless and until the grantee under such Deeds and such grantee's successors and assigns and anyone otherwise claiming through such grantee shall have first diligently pursued and exhausted all directors other available remedies against third parties (including insurance companies), and, in any event, Seller's and officers its Subsidiaries' aggregate liability under all such warranties and Deeds shall not exceed (the "Cap") the lesser of (x) any damages not recoverable from third parties through diligent exercise of such other remedies or (y) $4,500,000; provided, further that Purchaser shall fully and forever indemnify and defend Seller and each Seller Subsidiary, and hold Seller and each Seller Subsidiary harmless, from and against any and all such liability in excess of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) 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 and shareholders 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 organizational documents 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; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentCap. (b) Parent shall cause each At the Closing, Purchaser will (i) deliver to Seller by wire transfer to the bank account or bank accounts per the wire transfer instructions on Section 1.3(b) of the following Seller Disclosure Letter, immediately available funds in an aggregate amount equal to the Purchase Price Balance; (ii) execute, acknowledge (if appropriate) and deliver to Seller instruments of assumption in the form attached hereto as Exhibit C (including an assignment and assumption of leases and security deposits and an assignment and assumption of the Assumed Loans and Assigned Contracts) evidencing and effecting the assumption by Purchaser of the Assumed Liabilities, and such other documents as are required to be executed by Purchaser and Parent by this Agreement (it being understood that such instruments shall not require Purchaser or any other Person to make any representations or warranties or covenants (other than that Purchaser is assuming the Assumed Liabilities), express or implied); (iii) deliver to Seller the certificates required pursuant to Sections 5.3(a), 5.3(b) and 5.3(c); (iv) deliver evidence reasonably satisfactory to Seller that it has been named as an insured party, as its interest may appear, on all of Purchaser's insurance policies relating to the Portfolio Properties (Purchaser hereby covenanting (which covenant shall survive the Closing) that Seller shall remain a named insured under such insurance policies (or, if such policies are replaced with comparable policies reasonably satisfactory to Seller, such replacement insurance policies of Purchaser relating to the Portfolio Properties) for a period of at least one year from the Closing), and that Purchaser shall use reasonable best efforts to provide Seller thirty days' notice of termination or cancellation or replacement of any such insurance policies (or, if thirty days' notice is not practicable, as much notice as is reasonably practicable); and (v) deliver such other documents as are required to be delivered by Purchaser and Parent at the Closing pursuant to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by terms hereof to effect the Parent with its covenants Sale and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the other 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 Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companyhereby.

Deliveries at the Closing. In addition to the any other requirements set forth hereindocuments to be delivered under other provisions of this Agreement, at the Closing: (a) The Company shall cause each of the following to be Seller has executed, acknowledged (if appropriate) and delivered to Parentthe Purchaser: (i) instruments evidencing evidence that the resignation of consents listed in Section 7.3 have all directors and officers of the Companybeen obtained; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) a certificate duly executed by of the Secretary of the Company Seller certifying as to: (A) and attaching all requisite resolutions or actions of the full force and effect of resolutions of its board respective boards of directors and shareholders attached thereto as exhibits evidencing the authority of the Company Seller approving the execution and delivery by the Seller of the Acquisition Documents to consummate which they are a party and the consummation of the transactions contemplated by the Transaction Documents in such Acquisition Documents, and certifying to which it is a Party; (B) the full force and effect of the organizational documents of the Company attached thereto as exhibits; and (C) the incumbency and signature signatures of the officers of the Company who have executed Seller executing the Transaction Acquisition Documents to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as and any other document relating to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for transactions contemplated by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by ParentAgreement. (b) Parent shall cause each of the following to be The Purchaser has executed, acknowledged (if appropriate), and delivered to the ShareholdersSeller: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants Secretary of the Purchaser certifying and attaching all requisite resolutions or actions of the Purchaser's board of directors approving the execution and delivery of the Acquisition Documents to which it is a party and the truth consummation of the transactions contemplated in such Acquisition Documents, and accuracy certifying to the incumbency and signatures of its representations the officers of the Purchaser executing the Acquisition Documents to which it is a party and warranties in any other document relating to the transactions contemplated by this AgreementsAgreement; (c) Solutions has executed, in each case as of Closingacknowledged (if appropriate), and delivered to the Seller: (i) stock certificates evidencing the Shares, with all necessary transfer taxes and other revenue stamps affixed and acquired at the Purchaser’s expense; (ii) a certificate duly executed by of the Secretary (of Solutions certifying and attaching all requisite resolutions or Assistant Secretary) actions of Parent certifying as to: (A) the full force and effect of resolutions of its Solution’s board of directors attached thereto as exhibits evidencing the authority consummation of Parent to consummate the transactions contemplated by in such Acquisition directors approving the Transaction execution and delivery of the Acquisition Documents to which it is a Party; (B) party and the full force Documents, and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) certifying to the incumbency and signature signatures of the officers of Parent who have executed Solutions executing the Transaction Acquisition Documents to which Parent it is a Party;party and any other document relating to the transactions contemplated by this Agreement; and (iii) a certificate from an appropriate government official (dated Provide copy to Seller of notice sent to convertible debenture holders on assumption of debenture as of a recent date) certifying as to the good standing of Parent, Merger Subsidiary and Double Merger Subsidiary in their respective jurisdictions of formation and/or organization; and (iv) all other instruments and documents for transactions of similar nature reasonably requested by the Companywritten.