Common use of Deliveries by Buyer Clause in Contracts

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the following: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will shall: (a) deliver to Seller, the Cash Consideration less the cash portion of the Escrow Amount to be delivered at Closing in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing Date; (b) deliver, or cause to be delivered, to Seller, (i) stock certificates representing the Purchase Shares (less the stock portion of the Escrow Amount to be delivered at the Closing), duly endorsed for transfer or accompanied by executed stock transfer powers or other appropriate instruments of assignment and transfer or (ii) confirmation of a book-entry transfer of the Purchase Shares (less the stock portion of the Escrow Amount to be delivered at the Closing) in form and substance reasonably satisfactory to Buyer and Seller, in each case, free and clear of all Encumbrances, other than those arising as a result of the ownership of such Purchase Shares by the recipient thereunder or under applicable securities Laws; (c) deliver to the Escrow Agent, (i) the cash portion of the Escrow Amount to be delivered at Closing in immediately available funds by wire transfer to the Escrow Agent and (ii) the stock portion of the Escrow Amount to be delivered at Closing, by (A) delivery of stock certificates representing such stock portion of the Escrow Amount or (B) confirmation of a book-entry transfer of such stock portion of the Escrow Amount in form and substance reasonably satisfactory to Buyer, Seller and the Escrow Agent, each to be held by the Escrow Agent in the Escrow Account; (d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business, including the following: (ai) The Purchase Pricea duly executed counterpart of one or more Bills of Sale; (ii) a duly executed counterpart of one or more Assignment and Assumption Agreements; (iii) evidence of the obtaining of, as adjusted or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals; (iv) a duly executed counterpart of one or more Transferred Investment Assignment Agreements; (v) a duly executed counterpart of one or more Intellectual Property Assignment Agreements; (vi) a duly executed counterpart of one or more Lease Assignment Agreements; (vii) a duly executed counterpart of one or more Sublease Assignment Agreements; (viii) a duly executed counterpart of one or more Rights-of-Way Assignment Agreements; (ix) the certificate to be delivered pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer6.3(d); (bx) The Assignment and Assumption Agreement, a duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer counterpart of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Escrow Agreement; (dxi) Copiesduly executed counterparts of such other customary instruments of transfer, certified by the Secretary assumptions, filings or Assistant Secretary of Buyerdocuments, of resolutions authorizing the execution in form and delivery of substance reasonably satisfactory to Buyer and Seller, as may be reasonably required to give effect to this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby;Agreement; and (e) A certificate deliver to Seller the opinion of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized counsel referred to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(eSection 6.3(f), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Sellers: (a) The Purchase Price, payable pursuant to Section 3.2, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller 3.3(a)(other than pursuant to subsections 3.3(a)(v) and Buyer3.3(a)(viii)); (b) The Assignment opinions of counsel and Assumption Agreement, duly executed certificates contemplated by BuyerSection 7.2; (c) All such other instruments of transfer or assumption as shallAncillary Agreements, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementduly executed by Buyer; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, and the other agreements and instruments contemplated hereby; (f) An opinion from A certificate of good standing with respect to Buyer's general counsel, dated issued by the Closing Date, substantially in Secretary of the form State of Exhibit F attached heretoMaryland; (g) Certified copies A certificate of authority of Buyer to do business in New York, issued by the Secretary of State of New York; (h) All such other instruments of assumption as shall, in the reasonable opinion of Sellers and their counsel, be necessary for Buyer to assume the Assumed Liabilities and Obligations in accordance with this Agreement; (i) Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Interests, or the consummation of the transactions contemplated by this Agreement;; and (hj) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, deliver or cause to be delivered to Seller (unless previously delivered, ) the following: (a) The Purchase Price, Price referred to in Section 1.2(a) less the Escrow Amount referred to in Section 1.2(b) (which Escrow Amount shall be paid by Buyer to Escrow Agent as adjusted pursuant to provided in Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer1.2(c)); (b) The Assignment and Assumption Release Agreements (as defined in Section 5.12), duly executed by Buyer and the other parties thereto; (c) A certificate, executed by an authorized officer of Buyer, dated the Closing Date, certifying as to the matters described in Sections 6.2(a), (b) and (c) hereof; (d) A certificate or certificates dated of the Closing Date and signed on behalf of the Buyer by its Secretary (i) stating that (A) the copy of Buyer's charter, articles or certificate of incorporation attached to the certificate is true, correct and complete, (B) no amendment to such charter, articles or certificate of incorporation has occurred since the date of the last amendment annexed (such date to be specified), (C) a true and correct copy of Buyer's bylaws as in effect on the date thereof and at all times since the adoption of the resolutions referred to in clause (D) of this paragraph is annexed to such certificate, (D) the resolutions by Buyer's board of directors and by Buyer's shareholders, as applicable, authorizing the execution, delivery and performance of this Agreement (and all other documents and instruments executed in connection herewith), and authorizing the transactions contemplated thereby, were duly adopted and continue in force and effect (a copy of such resolutions to be annexed to such certificate); and (ii) setting forth Buyer's incumbent officers on such certificate or certificates; (e) The Escrow Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby;; and (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such All other agreements, documents, instruments and or writings as are required or reasonably requested to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or ------------------- cause to be delivered, the followingfollowing to Sellers: (a) The Purchase Price, as adjusted pursuant to Section 3.33.3(b), by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's Sellers' instructions or by such other means as are may be agreed upon to by Seller Sellers and Buyer; (b) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement, each Additional Agreement and all of the other agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated herebyhereby and thereby; (ed) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of such Buyer authorized to execute and deliver this Agreement, each Additional Agreement and the other agreements and instruments contemplated hereby; (e) A copy of the articles of organization and by-laws (or similar governing documents) of Buyer, certified by the Secretary or Assistant Secretary of Buyer, and a copy of the articles of organization (or similar governing document) of Buyer certified by the Secretary of the state of organization of Buyer; (f) An opinion from Buyer's general counselEach of the other Additional Agreements, dated duly executed and in recordable form, if appropriate; provided, however, that Buyer will not be -------- ------- required to deliver, or cause to be delivered, at the Closing, a duly executed Generation Support Services Agreement or a duly executed Transition Services Agreement if the Parties have not agreed upon mutually acceptable terms and conditions therefor on or prior to the Closing Date, substantially Date as contemplated in the form of Exhibit F attached heretoSection 6.13; (g) Certified copies All such other instruments of assumption as shall, in the reasonable opinion of Sellers and their counsel, be necessary for Buyer to assume the Assumed Liabilities in accordance with this Agreement; (h) Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this AgreementAgreement and the Additional Agreements; (hi) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the ClosingClosing and simultaneously with the payment of the Purchase Price to Sellers, Buyer will deliver, has delivered (or cause has caused to be delivered) to Sellers originals, or copies if specified, of the followingfollowing agreements, documents and other items: (a) The Purchase Price, as adjusted Price to be paid at the Closing pursuant to Section 3.3, SECTION 3.01 by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or to accounts designated by such other means as are agreed upon by Seller and BuyerSellers; (b) The Assignment and Assumption Security Agreement, duly executed by BuyerSellers, in the form attached as EXHIBIT 4.02(a); (c) All such other instruments Copies of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified all resolutions adopted by the Secretary or Assistant Secretary Board of Buyer, Directors of resolutions Buyer authorizing and approving the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, contemplated hereby and the consummation of the transactions contemplated herebyhereby and thereby, certified to be true and complete and in full force and effect by the corporate Secretary of Buyer; (d) An Assignment and Assumption Agreement, executed by Buyer, in the form attached hereto as EXHIBIT 4.02(d); (e) A certificate Certificate executed by Buyer acknowledging delivery by Sellers of the Secretary or Assistant Secretary items set forth in SECTION 4.02 of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and certifying that Buyer has performed in all respects all of the other agreements covenants, agreements, obligations and instruments contemplated herebyconditions required under this Agreement to be performed, complied with or fulfilled by Buyer on or before the Closing Date; (f) An opinion from The Noncompetition Agreements, executed by Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) A Certificate of Good Standing with respect to Buyer, of Buyer issued by the Secretary of State of Arizonathe State of Delaware, dated within fifteen (15) days of the Closing; and (jh) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect thatSuch other documents and certificates, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyeras Sellers shall reasonably request.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, shall deliver the ------------------- following: (aA) The An amount equal to the Estimated Purchase Price, as adjusted pursuant to Section 3.3in immediately available funds, by wire transfer to: (1) an account designated by the Escrow Agent under the Escrow Agreement (as defined herein) of immediately available funds denominated in U.S. dollars the amount of $500,000 (a pro rata reduction of the Common Stock Repurchase Amount and Option Value in accordance with Sellereach Shareholder's instructions or by such other means as are agreed upon by Seller and Buyer;Percentage Interest) to be held for a period of up to 150 days under the Escrow Agreement in substantially the form of Exhibit D hereto (the "Price Adjustment Escrow Agreement"), to support the obligations of the Shareholders pursuant to Section 1.4(D)(2) of this Agreement; and (b2) The Assignment an account designated by DBI prior to the Closing, the balance of the Estimated Purchase Price. (B) An Officer's Certificate as to the accuracy at Closing of all of Buyer's representations and Assumption Agreementwarranties as if made at and as of Closing, duly executed the fulfillment of all of Buyer's agreements and covenants and the satisfaction of all Closing conditions to be performed by Buyer; (cC) All such other instruments An opinion of transfer or assumption legal counsel to Buyer dated as shallof the Closing Date, in form reasonably satisfactory to DBI, which opinion is to the reasonable opinion effect that: (1) Each Buyer is a limited partnership validly existing under the laws of Seller Delaware and has all requisite company power and authority to conduct its business as, to such counsel's knowledge, be necessary for the salesuch business is now conducted; (2) Buyer has all requisite power and authority to permit it to execute and deliver this Agreement and perform its obligations hereunder; (3) The execution, conveyance, assignment delivery and transfer performance of this Agreement by Buyer and each of the Assets to, or the assumption documents delivered by Buyer hereunder have been duly authorized and approved by all necessary partnership action. This Agreement and each of the Assumed Liabilities bydocuments delivered by Buyer hereunder have been duly executed and delivered and constitute legal, Buyer valid and binding obligations of Buyer, enforceable in accordance with this Agreement;their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, rearrangement, reorganization and other debtor relief legislation and to the application of general equity principles; and (d4) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing Neither the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the nor consummation of the transactions contemplated hereby;hereby will, except as identified in such opinion, (a) require Buyer to file, register with or obtain any approval or action of any governmental entity or agency, (b) conflict with, result in a breach of, violate or constitute a default under the governing documents of Buyer or any applicable law or regulation. (eD) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Stockholders Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached heretoE; (gE) Certified copies The Escrow Agreement in substantially the form of any and all consents, waivers Exhibit F (the "Indemnification Escrow Agreement"); (F) Such other instruments or approvals obtained or required documents as may be reasonably requested by DBI to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of carry out the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyerhereby.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase PriceClosing Payment, payable pursuant to Section 3.2, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment and Assumption AgreementAll Ancillary Agreements, duly executed by Buyer, as applicable, except for the Power Purchase Agreement and Interconnection Agreement, which shall be executed prior thereto; (c) Copies of Buyer's Required Regulatory Approvals and any and all consents, waivers or approvals set forth on Schedule 5.3(a) and obtained by Buyer with respect to the transfer of the Included Assets, or the consummation of the transactions contemplated by this Agreement; (d) Copies, certified by the Secretary or any Assistant Secretary of Buyer of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and all of the other agreements and instruments to be executed and delivered by Buyer and Buyer's Parent in connection herewith and therewith, and the consummation of the transactions contemplated hereby and thereby; (e) A certificate of the Secretary or any Assistant Secretary of Buyer identifying the name and title and bearing the signatures of the officers of Buyer and Buyer's Parent authorized to execute and deliver this Agreement and the Ancillary Agreements and the other agreements contemplated hereby and thereby; (f) A certificate of good standing with respect to Buyer, issued by the Secretary of State of the State of Delaware; (g) A certificate of authority of Buyer (or its assignee of this Agreement) to do business in Michigan, issued by the Secretary of State of the State of Michigan; (h) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of Buyer to assume the Assumed Liabilities by, Buyer and Obligations in accordance with this Agreement; (di) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all A copy of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Post-Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Decommissioning Trust Agreement; (hj) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement Agreement, or otherwise reasonably requested by Seller required in connection herewith; (ik) Certificate The security required to be furnished by Buyer pursuant to Section 7.2 of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by BuyerPower Purchase Agreement.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause Buyers shall deliver to be delivered, Sellers (unless delivered previously) the following: (a) The Purchase Pricecopies of the resolutions of each Buyer's board of directors authorizing the execution, as adjusted pursuant delivery and performance by each Buyer of this Agreement and the consummation by each Buyer of the transactions contemplated hereby, and authorizing each Buyer's officers, employees and agents to Section 3.3carry out and perform the terms and provisions hereof and thereof, certified by wire transfer the corporate secretary of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and each Buyer; (b) The Assignment a copy of the Certificate of Incorporation (or comparable document) of each Buyer, as amended to date, certified by the applicable government authority, and Assumption Agreementdated as of a date not more than ten (10) calendar days prior to the Closing Date, duly executed by Buyerif such applicable government authority will issue such a certificate; (c) All a certificate of good standing of each Buyer issued by the applicable governmental authority for each jurisdiction in which each Buyer is incorporated or, as to each Buyer other than Bucyrus USA, is required to be qualified to transact business as a foreign corporation, dated not more than ten (10) calendar days prior to the Closing Date, if such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementapplicable governmental authority will issue such a certificate; (d) Copies, certified by the Secretary wire transfer or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments transfers referred to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated herebySection 3.01 hereof; (e) A certificate of the Secretary or Assistant Secretary of Buyerofficer's certificates referred to in Sections 9.01(a), identifying the name (b) and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby(c) hereof; (f) An the opinion from Buyer's general of Buyers' counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies a duly executed lease agreement, substantially in the form of any and all consentsExhibit G attached hereto, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to regarding the transfer of the Assets or the consummation of the transactions contemplated by this Agreement;Marion USA Facilities; and (h) Such all other agreements, documents, duly executed instruments and writings as are documents required by this Agreement to be delivered by Buyer at Buyers to Sellers, and such other instruments and documents which Sellers or prior to its counsel may reasonably request not inconsistent with the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyerprovisions hereof.

Deliveries by Buyer. At or before the Closing, Buyer will deliver, shall deliver or cause to be delivereddelivered to the Member Representative each of the following (together, the following:“Buyer Deliveries”): (a1) The Purchase Price, as adjusted pursuant to Section 3.3, the Closing Date Payment by wire transfer of immediately available funds denominated to an account designated in U.S. dollars in accordance with Seller's instructions or writing by such other means as are agreed upon by Seller and BuyerMember Representative to Buyer no later than three Business Days before the Closing Date; (b2) The Assignment a certificate, dated the Closing Date and Assumption signed by a duly authorized officer of Buyer, that each condition set forth in Section 7.3(A) and Section 7.3(B) has been satisfied; (3) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and consummating the contemplated transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the contemplated transactions; (4) the Escrow Agreement, duly executed by BuyerBuyer and the Escrow Agent; (c5) All such other instruments of transfer or assumption as shallthe Closing Employment Agreement, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer duly executed on behalf of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this AgreementCompany; (d6) Copiesthe Consulting Agreement, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all duly executed on behalf of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated herebyCompany; (e7) A the Amended and Restated Lease Agreement, duly executed on behalf of the Company; (8) evidence that the binder agreement with respect to the R&W Insurance Policy is in effect; (9) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer, identifying Buyer certifying the name names and title and bearing the signatures of the officers of Buyer authorized to execute and deliver sign this Agreement and the other agreements and instruments contemplated hereby;documents to be delivered; and (f10) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or other documents required to be obtained entered into by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement hereto or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect Member Representative to Buyer, issued consummate the transactions contemplated by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyerthis Agreement.

Deliveries by Buyer. At the Closing, Buyer will deliver, shall deliver to the Company (or cause to be delivered, the following:such other Person as set forth below): (a) The Purchase Pricecounterparts to the Escrow Agreement, as adjusted pursuant to Section 3.3duly executed by Buyer and Fifth Third Bank, N.A. (the “Escrow Agent”); (b) deposit (i) One Million Dollars ($1,000,000) (the “Adjustment Escrow Amount”) and (ii) Thirty Million Dollars ($30,000,000) (the “Indemnity Escrow Amount”) with the Escrow Agent by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or to an account designated by such other means as are agreed upon by Seller and Buyer; (b) The Assignment and Assumption Agreement, duly executed by Buyerthe Escrow Agent; (c) All such other instruments of transfer or assumption as shall, in deposit Two Hundred Fifty Thousand Dollars ($250,000) (the reasonable opinion of Seller and its counsel, be necessary for “Representative Expense Amount”) with the sale, conveyance, assignment and Securityholder Representative by wire transfer of immediately available funds to an account designated by the Assets toSecurityholder Representative (the “Representative Expense Fund”), or the assumption of the Assumed Liabilities by, Buyer to be used in accordance with this AgreementSection 10.1(f); (d) Copiespay the Estimated Closing Company Transaction Expenses, certified on behalf of the Company, in such amounts and to such accounts as specified by the Secretary or Assistant Secretary Company by written notice given to Buyer no less than three (3) Business Days prior to the Closing Date; provided, however, that in the case of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all Estimated Closing Company Transaction Expenses owed to employees of the agreements Group Companies, Buyer shall contribute such amounts to the Company upon the Closing and instruments the Company shall pay such amounts (less applicable withholding and any Taxes required to be executed and delivered paid by any Group Company with respect thereto) to the Buyer in connection herewith, and applicable employees through a special payroll on the consummation of the transactions contemplated herebyClosing Date; (e) A certificate of pay the Secretary or Assistant Secretary of Estimated Closing Funded Indebtedness in such amounts and to such accounts as specified in payoff letters reasonably satisfactory to Buyer delivered by the Company to Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counselcontribute to the Company, dated the Option Payment Amount and the Company shall pay such amounts (less applicable withholding and any Taxes required to be paid by any Group Company with respect thereto) to the applicable Optionholder through a special payroll on the Closing Date, substantially in as required by the form of Exhibit F attached heretoapplicable Option Cancellation Agreement; (g) Certified copies of any and all consentspay, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer on behalf of the Assets or Members, to an account specified by the consummation of the transactions contemplated Securityholder Representative (by this Agreement; written notice given to Buyer no less than three (h3) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or Business Days prior to the Closing Date pursuant Date) for further distribution to this Agreement or otherwise reasonably requested by Seller each Member in connection herewith;accordance with each such Member’s Securityholder Pro Rata Share, an amount equal to the following: (i) Certificate of Good Standing with respect to Buyerthe Base Purchase Price: (ii) minus the Escrow Amount; (iii) minus the Option Payment Amount; (iv) minus the Representative Expense Amount; (v) plus, issued by the Secretary of State of ArizonaNet Estimated Adjustment Amount (which may be a negative number); and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At Subject to the conditions set forth in this Agreement, as soon as practically possible following the Closing, Buyer will delivershall (y) irrevocably instruct the Settlement Agent to deliver to the Seller evidence of the issuance of the Buyer Stock to Seller, including that portion of the Buyer Stock Closing Consideration designated as Indemnity Shares, and (z) at or prior to the Closing, Buyer shall deliver or cause to be delivered, delivered to the followingSeller: (a) The Purchase Pricethe Rights Agreement, as adjusted pursuant to Section 3.3, duly executed by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment and Assumption Agreementthe Xxxx of Sale, duly executed by Buyer; (c) All such other instruments of transfer or assumption a certificate, dated as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets toClosing Date, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified executed by the Secretary or Assistant Secretary an authorized officer of Buyer, certifying (i) the incumbency of resolutions authorizing the execution and delivery of each officer executing this Agreement and all of the agreements or any other documents and instruments to be executed and delivered by pursuant hereto on behalf of Seller and (ii) that attached thereto are true and complete copies of all resolutions of the board of directors (or equivalent governing body) and the Buyer in connection herewith, Shareholder Approval authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the consummation of the transactions contemplated hereby;, and that all such resolutions are in full force and at and as of the Closing Date; and (ed) A certificate the Buyer Closing Certificate. In addition, at the Closing the Buyer shall: (a) procure that the auditor of the Secretary Buyer or Assistant Secretary of Buyera Swedish authorized public accountant or registered accounting firm, identifying shall issue the name and title and bearing the signatures relevant auditor’s certificates pursuant to Chapter 13 Section 42 of the officers Swedish Companies Act indicating: (a) a description of the property transferred to the Buyer authorized to execute and deliver this Agreement as payment in kind and the other agreements method employed in valuation of such property; (b) that the payment in kind for the Buyer Stock Closing Consideration has not been ascribed a value higher than the actual value for the Buyer of such property; and instruments contemplated hereby;(c) that such property may be assumed to become useful in the Buyer’s operations; and (fb) An opinion from Buyer's general counseltake such measures as are required to apply for registration of the issue of the Buyer Stock Closing Consideration with the SCRO (Sw. Bolagsverket), dated with best efforts to have the issue registered as soon as reasonably and practically possible following the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and take all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller measures in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated issue that are necessary for its proper implementation. The Buyer Stock Closing Consideration shall be registered with Euroclear at the earliest possible date after Closing Date executed by Buyer's Chief Financial Officer to and registration with the effect that, SCRO. All documents related to such officer's knowledge, the conditions set forth registration shall be in Sections 7.2(e), (f) a form and (g) have been satisfied by Buyersubstance reasonably acceptable to Seller.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the following:following to Seller: 178 (a) The Cash Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment opinions of counsel, officer's certificates and Assumption Agreement, duly executed other items contemplated by BuyerSection 7.2; (c) All such other instruments of transfer or assumption as shallAncillary Agreements, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementduly executed by Buyer; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, and the other agreements to be executed and instruments contemplated herebydelivered by Buyer in connection herewith; (f) An opinion from Buyer's general counsel, A certificate of good standing with respect to Buyer (dated within three (3) Business Days of the Closing Date), substantially in issued by the form Secretary of Exhibit F attached heretoState of the State of Delaware; (g) Certified copies All such other instruments of assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for Buyer to assume the Assumed Liabilities and Obligations in accordance with this Agreement and where necessary or desirable in recordable form; (h) Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this Agreement; (hi) Letters of assurance from PECO and British Energy plc in substantially the form of Exhibits L and M, respectively; and (j) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.. 179

Deliveries by Buyer. At the Closing, Buyer will shall deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, as adjusted pursuant to Section 3.3Closing Payment, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means to the account of Seller as are agreed upon designated by Seller and Buyerat least two (2) Business Days prior to the Closing Date; (b) Cash in an amount equal to the lesser of (i) $100,000 and (ii) the amount of all out-of-pocket costs and expenses incurred by Seller for the title reports and surveys in connection with the transactions contemplated hereby or surveys relating to the Real Property, by wire transfer of immediately available funds in accordance with Seller's instructions to the account of Seller to be designated by Seller at least two (2) Business Days prior to the Closing Date; (c) Cash in an amount equal to the sum of (i) the Station Working Funds and (ii) the Fuels Working Funds, by wire transfer of immediately available funds in accordance with Seller's instructions to the account of Seller to be designated by Seller at least two (2) Business Days prior to the Closing Date; (d) The Assignment and Assumption AgreementAgreements, duly executed by Buyer; (ce) All such other instruments of transfer or assumption as shallEvidence, in form and substance reasonably satisfactory to Seller, demonstrating that Buyer has obtained the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this AgreementBuyer's Required Regulatory Approvals set forth on Schedule 7.1(c); (df) Copies, Copies certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution execution, delivery and delivery performance of this Agreement, each Additional Agreement to which Buyer is a party, and all of the other agreements and instruments instruments, in each case, to be executed executed, delivered and delivered performed by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (eg) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement, each Additional Agreement to which Buyer is a party and the other agreements and instruments contemplated hereby; (fh) An All such other permits, agreements, documents, instruments and writings as shall, in the reasonable opinion from Buyer's general of Seller and its counsel, dated be necessary for Buyer to purchase and acquire the Closing DatePurchased Assets, substantially and to assume the Assumed Liabilities, in the form of Exhibit F attached hereto;each case, in accordance with this Agreement and, where necessary or desirable, in recordable form; and (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (hi) Such other permits, agreements, documents, instruments and writings as are reasonably required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will shall deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, as adjusted pursuant to Section 3.3Closing Payment, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to the account of Seller designated by Seller and Buyerat least two (2) Business Days prior to the Closing Date; (b) The Assignment and Assumption AgreementAgreements, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shallEvidence, in form and substance reasonably satisfactory to Seller, demonstrating that Buyer has obtained the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this AgreementBuyer's Required Regulatory Approvals set forth on Schedule 7.1(c); (d) CopiesA copy, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement, each Additional Agreement and all of the agreements and instruments instruments, in each case, to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement, each Additional Agreement to which Buyer is a party and the other agreements and instruments contemplated hereby; (f) An All such other permits, agreements, documents, instruments and writings as shall, in the reasonable opinion from Buyer's general of Seller and its counsel, dated be necessary for Buyer to purchase and acquire the Closing DatePurchased Assets, substantially and to assume the Assumed Liabilities, in the form of Exhibit F attached hereto;each case, in accordance with this Agreement and, where necessary or desirable, in recordable form; and (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other permits, agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, shall deliver or cause to be delivered, delivered to Sellers the followingfollowing items: (a) The Purchase Priceone or more share certificates evidencing the Seller Shares, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or duly signed by such other means officers of Buyer as are agreed upon required by Seller and Buyerits By-Laws to sign the same; (b) The Assignment and Assumption Agreementthe Seller Note, duly executed by Buyer; (c) All the Nashville Sub-Lease, duly executed by Buyer; (d) the Nashville Sub-Sub-Lease, duly executed by Buyer; (e) the Seller Leases, if any, each duly executed by Buyer; (f) the Real Estate Lease Assignments, each duly executed by Buyer; (g) the Xxxx of Sale, duly executed by Buyer; (h) the IP Assignments, each duly executed by Buyer; (i) the IP Licenses, duly executed by Buyer; (j) the Branford Access Agreement, duly executed by Buyer; (k) the Share Ownership Agreement, duly executed by Buyer; (l) the Subordination Agreement, duly executed by Buyer and Buyer's Lender; (m) subject to Section 7.15, the Supply Agreements, each duly executed by Buyer; (n) the Replacement Leases, each duly executed by Buyer; (o) the Transition Services Agreements, each duly executed by Buyer; (p) such other documents and instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or Sellers shall reasonably require to evidence the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementby Buyer; (dq) Copiesevidence satisfactory to Sellers that Buyer has obtained the Consents listed on Schedule 4.3(q); (r) copies of the resolutions of the Board of Directors of Buyer authorizing this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, certified by the Secretary secretary or Assistant Secretary other appropriate officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (es) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An a legal opinion from Buyer's general counsel, dated the Closing Date, outside counsel substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consentsD, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (jt) A the certificate dated the Closing Date executed by Buyer's Chief Financial Officer from Buyer referred to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(eSection 9.2(c), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are may be agreed upon to by Seller and Buyer; (b) The opinions of counsel and officer's certificates contemplated by Section 7.2; (c) The Assignment and Assumption Agreement, duly executed and acknowledged by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, the Guaranty and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, the Guaranty and the other agreements and instruments contemplated hereby; (f) An All such other instruments of assumption as shall, in the reasonable opinion from Buyer's general of Seller and its counsel, dated be necessary for Buyer to assume the Closing Date, substantially Assumed Liabilities in the form of Exhibit F attached heretoaccordance with this Agreement; (g) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this AgreementAgreement and where necessary or desirable in recordable forms; (h) Certificates of Insurance relating to the insurance policies required pursuant to Article 10 of the Interconnection Agreement; and (i) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will shall deliver, or cause to be delivered, to Seller the following: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyerthe Closing Date Payment; (b) The Assignment and Assumption Agreement, a duly executed by Buyercounterpart to the Assumed Contracts Assignment; (c) All such other instruments of transfer or assumption as shall, in a duly executed counterpart to the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this AgreementLeased Real Property Assignment; (d) Copies, certified by a duly executed counterpart to the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated herebyTransition Services Agreement; (e) A certificate a duly executed counterpart to the Xxxx of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated herebySale; (f) An opinion from a parent guaranty of TransMontaigne Partners L.P. or another entity reasonably acceptable to Seller, guarantying Buyer's general counsel, dated the Closing Date’s obligations under this Agreement, substantially in the form of Exhibit F attached heretoR; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect a duly executed counterpart to the transfer Closing Statement; (h) [Reserved]; (i) a duly executed counterpart to the Purchased Inventory Sale Agreement; (j) a duly executed counterpart to the FCC Sale Agreement; (k) a duly executed counterpart to the FCC System Sharing Agreement; (l) the estimated consideration for the Inventory pursuant to the Purchased Inventory Sale Agreement; (m) a duly executed certificate of Buyer, dated as of the Assets Closing Date, certifying that the conditions set forth in Sections 9.3(a) and 9.3(b) have been fulfilled, substantially in the form of Exhibit S; and (n) any other documents, instruments or the consummation of agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement; , and in a form reasonably acceptable to Buyer and Seller (h) Such it being understood that such instruments shall not require Buyer or Seller or any other agreementsPerson to make any additional representations, documentswarranties or covenants, instruments and writings express or implied, not contained in or as are required to be delivered contemplated by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(eAncillary Agreements), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are may be agreed upon to by Seller and Buyer; (b) The opinions of counsel and officer's certificates contemplated by Section 7.2; (c) The Assignment and Assumption AgreementAgreement and any Ancillary Agreements which are not executed on the date hereof, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, the Guaranty and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing 27 the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, the Guaranty and the other agreements and instruments contemplated hereby; (f) An All such other instruments of assumption as shall, in the reasonable opinion from Buyer's general of Seller and its counsel, dated be necessary for Buyer to assume the Closing Date, substantially Assumed Liabilities in the form of Exhibit F attached heretoaccordance with this Agreement; (g) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this AgreementAgreement and where necessary or desirable in recordable forms; (h) Certificates of Insurance relating to the insurance policies required pursuant to Article 10 of the Interconnection Agreement; and (i) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will Buyers shall deliver, or cause to be delivered, to Sellers’ Representative on behalf of Sellers (or to such other Person as set forth below) the following: (a) The a certificate of the Secretary of each Buyer, in form and substance reasonably satisfactory to Sellers, certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors (or the equivalent thereof) of such Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the Transaction, (ii) that all such resolutions are in full force and effect, (iii) the names and signatures of the officers of such Buyer, authorized to sign this Agreement and the Transaction Documents, and (iv) the Organizational Documents of such Buyer as in effect immediately prior to the Closing; (b) the certificate of incorporation or certificate of amalgamation, as applicable, and all amendments thereto of each Buyer, duly certified as of a recent date by the Secretary of State, Registrar of Companies or equivalent Person of such Buyer’s Formation State; (c) a good standing certificate or certificate of status of each Buyer as of a recent date from the Secretary of State, Registrar of Companies or equivalent Person of each jurisdiction that such Buyer is organized; (d) the IP Assignments, executed by a duly authorized officer of the applicable Buyer; (e) the Domain Name Assignment, executed by a duly authorized officer of the applicable Buyer; (f) the Assignment and Assumption Agreements, executed by a duly authorized officer of the applicable Buyers; (g) the Transition Services Agreement, executed by a duly authorized officer of each Buyer; (h) an electronic copy of a promissory note issued by US Buyer in the favor of AdParlor Holdings (on behalf of the Sellers) for the Note Purchase Price, as adjusted in the form of Exhibit G-1 (the “Note”), with the original Note to be sent via overnight courier to Parent pursuant to the provisions of Section 3.39.1; (i) a guaranty agreement with respect to the Note, in the form of Exhibit G-2 (the “Guaranty”), executed by a duly authorized officer of Fluent, LLC; (j) a wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or (to such account as specified by such other means as are agreed upon Sellers’ Representative by Seller and Buyer; written notice given to Buyers no less than two (b2) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or Business Days prior to the Closing Date pursuant Date) in an amount equal to this Agreement the Base Purchase Price, plus or otherwise reasonably requested by Seller in connection herewith; minus, respectively, the Estimated Closing Working Capital Surplus or the Estimated Closing Working Capital Deficiency, plus or minus, respectively, the Estimated Closing Cash Surplus or the Estimated Closing Cash Deficiency, minus the Estimated Closing Indebtedness (i) Certificate of Good Standing with respect to Buyersuch amount, issued by the Secretary of State of Arizona“Estimated Purchase Price”); and (jk) A certificate dated a wire transfer of immediately available funds (to such account as specified in the Closing Date executed by Buyer's Chief Financial Officer applicable Payoff Letter) in an aggregate amount equal to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by BuyerPayoff Amounts.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Sellers: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's Sellers' instructions or by such other means as are may be agreed upon to by Seller Sellers and Buyer; ; (b) The opinions of counsel and officer's certificates contemplated by Section 7.2; (c) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; ; (d) Copies, certified by the Secretary or Assistant Secretary of BuyerBuyer and Buyer Parent, respectively, of resolutions authorizing the execution and delivery of this Agreement Agreement, the Guaranty and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; ; (e) A certificate of the Secretary or Assistant Secretary of BuyerBuyer and Buyer Parent, respectively, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, the Guaranty and the other agreements and instruments contemplated hereby; ; (f) An All such other instruments of assumption as shall, in the reasonable opinion from Buyer's general of Sellers and their counsel, dated be necessary for Buyer to assume the Closing Date, substantially Assumed Liabilities in the form of Exhibit F attached hereto; accordance with this Agreement; (g) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this Agreement; ; (h) Certificates of Insurance relating to the insurance policies required pursuant to Article 10 of the Interconnection Agreement; and (i) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At The Buyer shall deliver the Closing, Buyer will deliver, or cause following to be delivered, the followingSeller: (ai) The Cash portion of the Purchase Price, as adjusted pursuant to Section 3.3the Note, and a stock certificate representing the Restricted Shares; (ii) The Leases executed by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and the Buyer; (biii) The Assignment A Registration Rights Agreement executed by Buyer, in the form of Exhibit J hereto, granting "piggy-back" registration rights to Seller with respect to the Restricted Shares (the "Registration Rights Agreement"); (iv) Employment Agreements (hereinafter defined) executed by Buyer, for each of the Key Employees (hereinafter defined), in the forms of Exhibit K, L and Assumption AgreementM, respectively; (v) Copies of resolutions of the Board of Directors of the Buyer, duly certified by its Secretary, in form reasonably satisfactory to Seller's counsel, authorizing the execution, delivery and performance of this Agreement and all other documents to which Buyer is a party as contemplated hereby, and all action to be taken by Buyer hereunder; (vi) A Buyer's Certificate, in the form of Exhibit N hereto, duly executed by Buyer; (cvii) All such other instruments An opinion of transfer or assumption as shallcounsel to the Buyer, in the reasonable opinion form of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this AgreementExhibit O hereto; (dviii) Copies, certified Evidence satisfactory to Buyer of the payment in full of the Floor Plan and the BMW Rental Vehicle financing obligations or of the approved assumption thereof by Buyer and the release therefrom of the Seller; (ix) Any instrument and other documents specifically enumerated in paragraph 12 that is not otherwise set forth in this subparagraph 8(b); and (x) Any other instruments or documents deemed reasonably necessary or desirable by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments Seller in order to be executed and delivered by the Buyer in connection herewith, and the consummation of consummate the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will shall deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, as adjusted pursuant to Section 3.3Closing Payment, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to the account of Seller designated by Seller and Buyerat least two (2) Business Days prior to the Closing Date; (b) The Assignment and Assumption AgreementAgreements, including an Assignment and Assumption Agreement with respect to all applicable obligations under the IBEW Collective Bargaining Agreements as they relate to Transferred Union Employees, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shallThe Interconnection Agreement, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementduly executed by Buyer; (d) CopiesThe Power Purchase Agreement, duly executed by Buyer; (e) The Transition Services Agreement, duly executed by Buyer; (f) The Access Agreement, duly executed by Buyer; (g) Evidence, in form and substance reasonably satisfactory to Seller, demonstrating that Buyer has obtained the Buyer's Required Regulatory Approvals set forth on Schedule 7.1(c); (h) A copy, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement, each Additional Agreement and all of the agreements and instruments instruments, in each case, to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (ei) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement, each Additional Agreement to which Buyer is a party and the other agreements and instruments contemplated hereby; (fj) An All such other permits, agreements, documents, instruments and writings as shall, in the reasonable opinion from Buyer's general of Seller and its counsel, dated be necessary for Buyer to purchase and acquire the Closing DatePurchased Assets, substantially and to assume the Assumed Liabilities, in the form of Exhibit F attached hereto;each case, in accordance with this Agreement and, where necessary or desirable, in recordable form; and (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (hk) Such other permits, agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, the Buyer will deliver, or cause shall deliver to be delivered, the Seller the following: (a1) The Purchase Price, as adjusted pursuant to Section 3.3, Estimated Closing Payment by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to by the Seller and the Buyer; (b2) The Assignment and Assumption Each Ancillary Agreement required to be delivered under this Agreement, duly executed by the Buyer; (c3) The certificate and opinion of counsel as contemplated by Section 8.3 hereof; (4) One or more easements to the extent necessary to evidence the right of the Seller to use the Real Property of the Buyer (the "Seller's Easements"), to the extent necessary for the Seller to continue and maintain its transmission and distribution business, in favor of the Seller with respect to Real Property conveyed to the Buyer, duly executed and acknowledged by the Buyer, each substantially in the form of Exhibit D attached hereto, and the Buyer shall bear any transfer or similar tax incurred in connection herewith as set forth in Section 7.8 hereof; (5) The Instrument of Assumption, duly executed by the Buyer providing for the assumption of all of the Seller's right, title and interest as lessor (or lessee as the case may be) under the Leases; (6) All such other instruments of transfer or assumption as shall, in the reasonable opinion of the Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of Buyer to assume the Assumed Liabilities by, Buyer in accordance with this Agreement; (d7) CopiesCopies of the resolutions adopted by the board of directors of the Buyer, certified by the Secretary or Assistant Secretary secretary of the Buyer, of resolutions as having been duly and validly adopted and as being in full force and effect, authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer of this Agreement, the Ancillary Agreements and other closing documents described in connection herewiththis Agreement to which the Buyer is a party, and the consummation performance by the Buyer of the transactions contemplated hereby;its obligations hereunder and thereunder; and (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) 8) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement the Ancillary Agreements or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyerherewith or therewith.

Deliveries by Buyer. At the Closing, Buyer will shall deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, as adjusted pursuant to Section 3.3Closing Payment, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to the account of Seller designated by Seller and Buyerat least two (2) Business Days prior to the Closing Date; (b) The Assignment and Assumption AgreementAgreements, including an Assignment and Assumption Agreement with respect to all applicable obligations under the IBEW Collective Bargaining Agreements as they relate to Transferred Union Employees, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shallThe Interconnection Agreement, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementduly executed by Buyer; (d) CopiesThe Transition Services Agreement, duly executed by Buyer; (e) The Access Agreement, duly executed by Buyer; (f) Evidence, in form and substance reasonably satisfactory to Seller, demonstrating that Buyer has obtained the Buyer's Required Regulatory Approvals set forth on Schedule 7.1(c); (g) A copy, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement, each Additional Agreement and all of the agreements and instruments instruments, in each case, to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (eh) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement, each Additional Agreement to which Buyer is a party and the other agreements and instruments contemplated hereby; (fi) An All such other permits, agreements, documents, instruments and writings as shall, in the reasonable opinion from Buyer's general of Seller and its counsel, dated be necessary for Buyer to purchase and acquire the Closing DatePurchased Assets, substantially and to assume the Assumed Liabilities, in the form of Exhibit F attached hereto;each case, in accordance with this Agreement and, where necessary or desirable, in recordable form; and (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (hj) Such other permits, agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Auction Closing, Buyer will deliver, or cause to be delivered, the following: (a) With respect to Seller: (i) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (bii) The FE Closing Payment to be made to Seller by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Buyer and Seller; and (iii) The DLC Assignment and Assumption Agreement, duly executed by Buyer; (civ) All such other instruments of transfer assignment or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Purchased DLC Assets to, to or the assumption of the Assumed DLC Liabilities byby Buyer in accordance with this Agreement; and (v) The agreement contemplated by Section 2.3(h) hereof. (b) With respect to Seller and the FE Subsidiaries: (i) The FE Assignment and Assumption Agreements, duly executed by Buyer; (ii) All such other instruments of assignment or assumption as shall, in the reasonable opinion of Seller, the FE Subsidiaries or their counsel, be necessary for the assignment of the Purchased FE Assets to or the assumption of the Assumed FE Liabilities by Buyer in accordance with this Agreement; (diii) Copies, certified by the Secretary or Assistant Secretary of BuyerBuyer , of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (eiv) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.authorized

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, deliver the following: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and BuyerSection 1.2(b); (b) The Assignment and Assumption AgreementA certificate, duly executed by an authorized officer of Buyer, dated as of the Closing Date, certifying (i) that Buyer has performed and complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be performed and complied with by it on or prior to the Closing and (ii) that its representations and warranties contained herein are true in all material respects as of the Closing Date; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer Certified copies of the Assets toresolutions, or duly adopted by the assumption Board of Directors of Buyer, that will be in full force and effect at the Assumed Liabilities bytime of delivery, Buyer in accordance with authorizing the execution, delivery and performance of this AgreementAgreement and the transactions contemplated herein; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or an Assistant Secretary of Buyer, identifying the name and title and bearing Buyer which shall certify the signatures names of the officers of the Buyer authorized to execute and deliver sign this Agreement and Agreement, the other documents, agreements and instruments contemplated herebyor certificates to be delivered pursuant hereto or thereto by the Buyer or any of its officers, together with the true signatures of such officers; (fe) An opinion from Buyer's general counsel, dated the Closing Date, substantially Any third party consents required in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons connection with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the Escrow Agreement, duly executed by an authorized officer of Buyer and the Escrow Agent; (g) A Counterpart to the Employment Agreement, duly executed by an authorized officer of Buyer; (h) Such Counterpart to the Non-Competition Agreement, duly executed by an authorized officer of the Buyer; (i) Evidence, in a form reasonably satisfactory to the Shareholder, that each employee of the Company with the position of Vice President or higher shall retain their respective title, salary, vacation benefits, automobile benefits (as set forth on Schedule 1.6(i)) and position with the Company as of the Closing and each such individual shall be granted the option to acquire 5,000 shares of Buyer Stock under, and subject to the terms and conditions of (including requirements as to vesting), the Hill International, Inc. 2006 Employee Stock Option Plan; provided, however, that the foregoing shall not constitute an employment contract or guarantee of employment for any particular duration, that each such employee shall be at will, and that Buyer may, in its discretion, at any time following the Closing terminate any such employee; and (j) All other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise and such other matters as may be reasonably requested by Seller the Shareholder in connection herewith; (i) Certificate order to effectuate the intent of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyerthis Agreement.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to ------------------- be delivered, the followingfollowing to Sellers: (a) The Purchase Price, payable pursuant to Section 3.2, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller 3.3(a)(other than pursuant to subsections 3.3(a)(v) and Buyer3.3(a)(viii)); (b) The Assignment opinions of counsel and Assumption Agreement, duly executed certificates contemplated by BuyerSection 7.2; (c) All such other instruments of transfer or assumption as shallAncillary Agreements, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementduly executed by Buyer; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, and the other agreements and instruments contemplated hereby; (f) An opinion from A certificate of good standing with respect to Buyer's general counsel, dated issued by the Closing Date, substantially in Secretary of the form State of Exhibit F attached heretoMaryland; (g) Certified copies A certificate of authority of Buyer to do business in New York, issued by the Secretary of State of New York; (h) All such other instruments of assumption as shall, in the reasonable opinion of Sellers and their counsel, be necessary for Buyer to assume the Assumed Liabilities and Obligations in accordance with this Agreement; (i) Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Interests, or the consummation of the transactions contemplated by this Agreement;; and (hj) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause shall deliver to be delivered, Seller (except to the following:extent waived by Seller): (ai) The an amount in cash equal to (A) the portion of the Purchase PricePrice described in clauses (i) and (iv) of Section 3(a) and the interest thereon pursuant to clause (iii) of Section 3(a), plus (B) all property taxes on the Leases or Subject Equipment that have been advanced by Seller and not yet collected from the lessees as of the Record Date, less (C) security deposits, and less (D) any booked but undisbursed lease fundings, and less (E) property taxes on the Leases or Subject Equipment that have been received from lessees (or former lessees) as of the Record Date, and not yet remitted, as adjusted pursuant to Section 3.3reflected in a closing schedule, in the form of Schedule 5(b), and less (F) $62,500, in payment of Seller’s share of the Hxxx-Xxxxx-Xxxxxx Act filing fee, as agreed by the parties, which amount shall be payable by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to the account that is identified by Seller and Buyerto Buyer at least two (2) Business Days prior to the Closing Date; (bii) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer a certificate of the Assets toSecretary of each Buyer certifying, or the assumption as complete and accurate as of the Assumed Liabilities bydate hereof, attached copies of the Certificate of Incorporation and Bylaws of such Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary and certifying and attaching all requisite resolutions or Assistant Secretary actions of such Buyer, ’s boards of resolutions authorizing directors approving the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of hereunder and certifying to the Secretary or Assistant Secretary of Buyer, identifying the name incumbency and title and bearing the signatures of the officers of such Buyer authorized to execute and deliver executing this Agreement and the any other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are document required to be delivered by such Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewithhereunder; (iiii) Certificate a duly executed copy of Good Standing with respect to the Interim Servicing Agreement; (iv) the Bailment Agreement, executed by a duly authorized officer of Buyer; (v) a good standing certificate for each Buyer, issued by the Secretary of State of Arizonastate in which each Buyer is incorporated, dated not more than thirty (30) days prior to the Closing Date; and (jvi) A certificate dated the Closing Date such other documents and instruments as may reasonably be requested by Seller, each in form and substance satisfactory to Seller and its legal counsel and executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by a duly authorized officer of Buyer.

Deliveries by Buyer. At Buyer or the Closing, Buyer will deliver, or cause other indicated parties shall have executed and delivered to be delivered, IHI the following: (ai) The documentation reasonably satisfactory to the parties to evidence the portion of the Purchase Price, as adjusted pursuant to Price described in Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller 1.2(i) and Buyer(ii); (bii) The Assignment and Assumption Agreement, duly executed by Buyerthe Note; (ciii) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Security Agreement; (div) Copiesa certificate executed by Buyer representing and warranting to IHI that each of Buyer's representations and warranties in this Agreement is accurate in all material respects as of the Closing Date (except that if before the Closing, Buyer assigns all of its rights to and obligations under this Agreement to a permitted assignee pursuant to Section 11.4 (such assignee, the "Buyer Permitted Assignee"), then such representations and warranties shall be made as to the Buyer Permitted Assignee, and if the Buyer Permitted Assignee is other than a natural person, then an additional representation as to such buyer's due organization and qualification shall be made, and such buyer shall also make representations that its execution, delivery and performance of this Agreement, the Related Agreements and the Note does not (a) conflict with, violate or constitute a breach of or a default under, or (b) result in the creation or imposition of any lien upon any of the assets or properties of such buyer under such buyer's Organizational Documents; (v) if there is a Buyer Permitted Assignee that is other than a natural person, copies certified by its secretary (or the Secretary or Assistant Secretary holder of Buyer, a similar office) of resolutions duly adopted by its board of directors authorizing and approving the execution and delivery of this Agreement and all of Agreement, including the agreements and instruments to be executed and delivered by the Buyer in connection herewithexhibits hereto, and the consummation of the transactions contemplated hereby; (evi) A certificate if there is a Buyer Permitted Assignee that is other than a natural person, certificates dated as of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated a date no earlier than 10 days before the Closing Date, substantially duly issued by the appropriate governmental authority in the form state of Exhibit F attached hereto;its organization and in any state in which such Buyer is authorized to do business, showing such Buyer is in good standing and authorized to do business; and (gvii) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such such other agreements, documents, instruments and writings as are required to be delivered by Buyer at certificates necessary or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller appropriate in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to purchase of the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by BuyerStock.

Deliveries by Buyer. At the Closing, the Buyer will deliver, or cause deliver the following to be delivered, the followingSeller: (a) The Estimated Purchase Price, as adjusted pursuant to Section 3.3, Price by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to by the Seller and the Buyer; (b) The Assignment and Assumption Each Ancillary Agreement required to be delivered under this Agreement, duly executed by the Buyer; (c) The certificate and opinion of counsel contemplated by Sections 8.3(c) and (d); (d) The Instrument of Assumption, duly executed by the Buyer; (e) All such other instruments of transfer or assumption as shall, in the reasonable opinion of the Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of Buyer to assume the Assumed Liabilities by, Buyer in accordance with this Agreement; (df) CopiesOne or more easements to the extent necessary for Seller to continue and maintain its transmission and distribution business, certified by in favor of the Secretary or Assistant Secretary of Seller (the "Seller's Easements") with respect to real property conveyed to Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be duly executed and delivered acknowledged by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, each substantially in the form of Exhibit F attached E hereto, and Buyer shall bear any transfer or similar tax incurred in connection herewith as set forth in Section 7.8; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer Copies of the Assets resolutions adopted by the Members or the consummation Managers or similar governing body of the transactions contemplated Buyer, certified by the Member of the Buyer, as having been duly and validly adopted and as being in full force and effect, authorizing the execution and delivery by the Buyer of this Agreement;Agreement and other closing documents described in this Agreement to which the Buyer is a party, and the performance by the Buyer of its obligations hereunder and thereunder; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.. ARTICLE V

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Sellers: (a) The Purchase PriceClosing Payment, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment opinions of counsel and Assumption Agreement, duly executed certificates contemplated by BuyerSection 7.2; (c) All such other instruments of transfer or assumption as shallAncillary Agreements, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementduly executed by Buyer; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, and the other agreements and instruments contemplated hereby; (f) An All such other instruments of assumption as shall, in the reasonable opinion from Buyer's general of Sellers and their counsel, dated be necessary for Buyer to assume the Closing Date, substantially Assumed Liabilities and Obligations in the form of Exhibit F attached heretoaccordance with this Agreement; (g) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At On the ClosingClosing Date, Buyer will deliver, or cause shall deliver to be delivered, Seller the following: (a) The the Purchase Price, as adjusted pursuant Price to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and BuyerEscrow Agent as provided in Section 2.3; (b) The Assignment and Assumption Agreement, duly executed by Buyerthe Collateral Agreements; (c) All an opinion or opinions of Counsel for Buyer dated the Closing Date in a form and subject to such other instruments of transfer or assumption exceptions as shallare customary for transactions similar to those contemplated hereby, in which form shall be reasonably acceptable to Buyer and Seller (the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, “Buyer in accordance with this AgreementLegal Opinion”); (d) Copies, certified by the Secretary or Assistant Secretary a certificate of an appropriate officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially certifying the fulfillment of the conditions set forth in the form of Exhibit F attached heretoSections 8.3(a) and (b); (ge) Certified copies of any all such other documents and all consents, waivers instruments as Seller may reasonably request or approvals obtained as may be otherwise necessary or required desirable to be obtained evidence and effect the assumption by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation Assumed Liabilities; and (f) certificate dated as of the transactions contemplated Closing Date and signed by the Secretary of Buyer, which shall (i) certify the names of the officers of Seller authorized to sign this Agreement; (h) Such , the Collateral Documents and the other agreements, documents, instruments and writings as are required or certificates to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement by Buyer or otherwise reasonably requested by Seller in connection herewith; any of its officers, together with the true signatures of such officers; (iii) attach a copy of the Certificate of Good Standing with respect to Buyer, issued Incorporation of Buyer and each of the Subsidiaries certified by the Secretary of State of Arizonathe State of Delaware; and (jiii) A certificate dated certify a copy of the Closing Date executed resolutions of the Board of Directors of Seller evidencing the adoption of the approval of this Agreement and the other matters contemplated hereby; (iv) attach good standing certificates (including tax good standing) for Buyer from the jurisdiction in which Buyer has been formed or is doing business, certified by Buyer's Chief Financial Officer to the effect that, to respective state authorities from such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) jurisdictions; and (gv) have been satisfied by Buyerattach certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the transactions contemplated hereby.

Deliveries by Buyer. At the Closing, the Buyer will deliver, or cause shall deliver ------------------- to be delivered, the Seller the following: (a) The Estimated Purchase Price, as adjusted pursuant to Section 3.3, Price by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to by the Seller and the Buyer; (b) The Assignment and Assumption Each Ancillary Agreement required to be delivered under this Agreement, duly executed by the Buyer; (c) The certificate and opinion of counsel as contemplated by Section 8.3 hereof; (d) One or more easements, to the extent necessary for the Seller to use the Real Property of the Buyer (the "Seller's Easements") to the extent necessary for the Seller to continue and maintain its transmission and distribution business, in favor of the Seller with respect to Real Property conveyed to the Buyer, duly executed and acknowledged by the Buyer, each substantially in the form of Exhibit E attached hereto, and the Buyer shall bear any transfer or similar tax incurred in connection herewith as set forth in Section 7.9 hereof; (e) The Instrument of Assumption, duly executed by the Buyer providing for the assumption of all of the Seller's right, title and interest as lessor (or lessee as the case may be) under the Leases; (f) All such other instruments of transfer or assumption as shall, in the reasonable opinion of the Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of Buyer to assume the Assumed Liabilities by, Buyer in accordance with this Agreement; (dg) CopiesCopies of the resolutions adopted by the board of directors of the Buyer, certified by the Secretary or Assistant Secretary secretary of the Buyer, of resolutions as having been duly and validly adopted and as being in full force and effect, authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer of this Agreement, the Ancillary Agreements and other closing documents described in connection herewiththis Agreement to which the Buyer is a party, and the consummation performance by the Buyer of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name its obligations hereunder and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement;thereunder; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement Agreement, the Ancillary Agreements or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer herewith or therewith. ARTICLE V --------- REPRESENTATIONS AND WARRANTIES OF SELLER ---------------------------------------- The Seller represents and warrants to the effect thatBuyer as follows (all such representations and warranties, except those regarding the Seller, being made to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.best Knowledge of the Seller):

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the following: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsellegal counsel reasonably acceptable to Seller, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of ArizonaHawaii; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are may be agreed upon to by Seller and Buyer; (b) The opinions of counsel and officer's certificates contemplated by Section 7.2; (c) The Assignment and Assumption AgreementAgreement and any Ancillary Agreements which are not executed on the date hereof, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, the Guaranty and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, the Guaranty and the other agreements and instruments contemplated hereby; (f) An All such other instruments of assumption as shall, in the reasonable opinion from Buyer's general of Seller and its counsel, dated be necessary for Buyer to assume the Closing Date, substantially Assumed Liabilities in the form of Exhibit F attached heretoaccordance with this Agreement; (g) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this AgreementAgreement and where necessary or desirable in recordable forms; (h) Certificates of Insurance relating to the insurance policies required pursuant to Article 10 of the Interconnection Agreement; and (i) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or --------------------- cause to be delivered, the followingfollowing to Sellers: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's Sellers' instructions or by such other means as are may be agreed upon to by Seller Sellers and Buyer; (b) The opinions of counsel and officer's certificates contemplated by Section 7.2; (c) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of BuyerBuyer and Buyer Parent, respectively, of resolutions authorizing the execution and delivery of this Agreement Agreement, the Guaranty and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of BuyerBuyer and Buyer Parent, respectively, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, the Guaranty and the other agreements and instruments contemplated hereby; (f) An All such other instruments of assumption as shall, in the reasonable opinion from Buyer's general of Sellers and their counsel, dated be necessary for Buyer to assume the Closing Date, substantially Assumed Liabilities in the form of Exhibit F attached heretoaccordance with this Agreement; (g) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At Upon the Closingterms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties and agreements of the Seller Parties contained herein and in consideration of the sale, assignment, transfer, conveyance and delivery of the Shares contemplated hereby, Buyer will deliver, agrees to deliver (or cause to be delivered) to the Seller Representative (or to the applicable Seller Party), at the following:Closing on the Closing Date the following (reasonably satisfactory in form and substance to the Seller Representative and the Seller Parties’ legal counsel): (ai) The Purchase Priceto each Seller, as adjusted pursuant checks or wire transfers of the Consideration to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars which such Seller is entitled hereunder on the Closing Date in accordance with Seller's Section 1.2 hereof in accordance with payment instructions or provided by such other means as are agreed upon by the Seller and BuyerRepresentative; (bii) The Assignment and Assumption Agreement, duly a certificate executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or an Assistant Secretary of Buyer certifying as of the Closing Date (A) a true and complete copy of the Amended and Restated Certificate of Incorporation of Buyer certified as of a recent date by the Secretary of State of the State of Delaware, (B) a true and complete copy of the Amended and Restated Bylaws of Buyer, (C) a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated herebyhereby and (D) incumbency matters; (eiii) A a certificate of the Secretary or Assistant Secretary good standing and/or subsistence of Buyer, identifying the name and title and bearing the signatures dated as of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or a recent date prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to BuyerClosing, issued by the Secretary of State of Arizonathe State of Delaware; (iv) a certificate executed by an executive officer of Buyer certifying as to the matters set forth in Section 7.1(a) hereof as of the Closing Date; and (jv) A certificate dated such other documents and instruments as in the Closing Date executed by Buyer's Chief Financial Officer opinion of counsel for the Seller Parties may be reasonably required to effectuate the effect that, terms of this Agreement and to such officer's knowledge, comply with the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyerterms hereof.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Sellers: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's Sellers' instructions or by such other means as are may be agreed upon to by Seller Sellers and Buyer; (b) The opinions of counsel and officer's certificates contemplated by Section 7.2; (c) The Assignment and Assumption AgreementAgreement and any Ancillary Agreements which are not executed on the date hereof, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, and the other agreements and instruments contemplated hereby; (f) An All such other instruments of assumption as shall, in the reasonable opinion from Buyer's general of Sellers and their counsel, dated be necessary for Buyer to assume the Closing Date, substantially Assumed Liabilities in the form of Exhibit F attached heretoaccordance with this Agreement; (g) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this AgreementAgreement and where necessary or desirable in recordable form; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will shall deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, as adjusted pursuant to Section 3.3Closing Payment, by wire transfer of immediately available funds denominated in U.S. dollars funds, in accordance with Seller's instructions or by such other means as are agreed upon to the account of Seller designated by Seller at least two (2) Business Days prior to the Closing Date and Buyerthe Escrow Amount to the Escrow Agent, which shall have entered into the Escrow Agreement; (b) The Assignment and Assumption Agreements and the Pole Attachment Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shallThe Transition Services Agreement, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementduly executed by Buyer; (d) The Operational Coordination Agreement, duly executed by Buyer; (e) The Access Agreements, duly executed by Buyer; (f) The Escrow Agreement, duly executed by Buyer; (g) The Lease Agreement, duly executed by Buyer; (h) Evidence, in form and substance reasonably satisfactory to Seller, demonstrating that Buyer has obtained the Buyer's Required Regulatory Approvals set forth on Schedule 7.1(b); (i) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution execution, delivery and delivery performance of this Agreement, each Additional Agreement to which Buyer is a party, and all of the other agreements and instruments instruments, in each case, to be executed executed, delivered and delivered performed by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (ej) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement, each Additional Agreement to which Buyer is a party and the other agreements and instruments contemplated hereby; (fk) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto;A certificate contemplated by Section 7.2(f); and (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (hl) Such other permits, agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, Price (as adjusted pursuant to Section 3.3, by the Adjustment on the Initial Closing Statement) by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's ’s instructions or by such other means as are may be agreed upon to in writing by Seller and Buyer; (b) The Assignment and Assumption Agreement, duly executed officer’s certificates contemplated by BuyerSection 7.2(f); (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (ed) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, and the other agreements and instruments contemplated hereby; (e) The Transition Services Agreement, duly executed by Seller; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially The Assignment and Assumption Agreement executed by Buyer in the form of Exhibit F attached heretoevent Seller obtains GE’s consent to such assignment; (g) Certified copies Copies of any and all consentsBuyer’s Required Regulatory Approvals, waivers or approvals obtained or required the receipt of which are conditions to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement;hereby pursuant to Section 7.1(c); and (h) Such other agreements, documents, instruments and writings as are reasonably required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Sellers: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's Sellers' instructions or by such other means as are may be agreed upon to by Seller Sellers and Buyer; (b) The opinions of counsel and officer's certificates contemplated by Section 7.2; (c) The Assignment and Assumption AgreementAgreement and any Ancillary Agreements which are not executed on the date hereof, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement Agreement, the Guaranty and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, the Guaranty and the other agreements and instruments contemplated hereby; (f) An All such other instruments of assumption as shall, in the reasonable opinion from Buyer's general of Sellers and its counsel, dated be necessary for Buyer to assume the Closing Date, substantially Assumed Liabilities in the form of Exhibit F attached hereto;accordance with this Agreement; 30 (g) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this AgreementAgreement and where necessary or desirable in recordable forms; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, shall deliver or cause to be delivered, the followingdelivered to Sellers: (a) The Purchase Pricea certificate of an officer of Buyer, certifying as adjusted pursuant to Section 3.3, by wire transfer true and complete copies of immediately available funds denominated (i) the Articles of Incorporation of Buyer and all amendments thereto as in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in effect on the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) CopiesClosing Date, certified by the Secretary or Assistant Secretary of State of California as of a date not more than seven (7) calendar days prior to the date hereof, (ii) the Bylaws of Buyer as in effect on the date hereof and (iii) the resolutions of the Board of Directors of Buyer, and, if necessary, the shareholders of resolutions Buyer, authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, Ancillary Documents and the consummation of the transactions contemplated herebyhereby and thereby; (eb) A a certificate of an officer of Merger Sub, certifying as to true and complete copies of (i) the Articles of Incorporation of Merger Sub and all amendments thereto as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of Buyer, identifying State of Michigan as of a date not more than seven (7) calendar days prior to the name and title and bearing date hereof; (ii) the signatures Bylaws of Merger Sub as in effect on the date hereof; (iii) the resolutions of the officers sole director of Buyer authorized to execute Merger Sub, authorizing the execution and deliver delivery of this Agreement and the other agreements Ancillary Documents and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreementhereby and thereby; (hc) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate certificates of Good Standing good standing with respect to Buyer, issued by the Secretary of State of ArizonaCalifornia and each jurisdiction in which Bxxxx is qualified to do business as a foreign entity, as of a date not more than seven (7) calendar days prior to the date hereof; (d) all consents, notifications, waivers, approvals and authorizations set forth on Section 6.3(d) of the Buyer’s Disclosure Schedule on terms and conditions satisfactory to Sellers; (e) the Employment and Consulting Agreements, duly executed by the Company or Senior Trucking, as applicable; (f) indemnification agreements with each of Gxxx Xxxxxx and Jxxx Xxxxx, duly executed by Bxxxx, providing for indemnification, advancement of expenses and such other matters as are customarily provided for in indemnification agreements entered into by an SEC reporting company and members of its Board of Directors, in a form reasonably satisfactory to Messrs. Mxxxxx and Rxxxx; (g) evidence reasonably satisfactory to Sellers that, effective as of the Closing, Bxxxx arranged, at its expense, for the addition of Gxxx Xxxxxx and Jxxx Xxxxx to the Buyer’s D&O Policy on terms with respect to coverage and amounts no less favorable than those of such policies in effect with respect to Bxxxx’s other officers and members of Buyer’s Board of Directors on the Closing Date; (h) the Escrow Agreement, duly executed by Bxxxx; (i) evidence of the acceptance for filing by the California Secretary of State of a Certificate of Determination in a form reasonably acceptable to Sellers providing for the designation, rights, privileges and preferences of the Buyer Preferred Stock; and (j) A certificate dated a letter from each holder of the Closing Date executed by promissory notes disclosed on Section 2.5 of the Buyer's Chief Financial Officer ’s Disclosure Schedule indicating that the promissory notes will be exchanged for an aggregate of no more than 41,300,764 rights to the effect thatreceive Buyer Common Stock, in a form reasonably satisfactory to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by BuyerSellers.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause shall deliver to be delivered, Seller (except to the following:extent waived by Seller): (ai) The an amount in cash equal to (A) the portion of the Purchase PricePrice described in clauses (i) and (iv) of Section 3(a) and the interest thereon pursuant to clause (iii) of Section 3(a), plus (B) all property taxes on the Leases or Subject Equipment that have been advanced by Seller and not yet collected from the lessees as of the Record Date, less (C) security deposits, and less (D) any booked but undisbursed lease fundings, and less (E) property taxes on the Leases or Subject Equipment that have been received from lessees (or former lessees) as of the Record Date, and not yet remitted, as adjusted pursuant to Section 3.3reflected in a closing schedule, in the form of Schedule 5(b), and less (F) $62,500, in payment of Seller’s share of the Xxxx-Xxxxx-Xxxxxx Act filing fee, as agreed by the parties, which amount shall be payable by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to the account that is identified by Seller and Buyerto Buyer at least two (2) Business Days prior to the Closing Date; (bii) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer a certificate of the Assets toSecretary of each Buyer certifying, or the assumption as complete and accurate as of the Assumed Liabilities bydate hereof, attached copies of the Certificate of Incorporation and Bylaws of such Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary and certifying and attaching all requisite resolutions or Assistant Secretary actions of such Buyer, ’s boards of resolutions authorizing directors approving the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of hereunder and certifying to the Secretary or Assistant Secretary of Buyer, identifying the name incumbency and title and bearing the signatures of the officers of such Buyer authorized to execute and deliver executing this Agreement and the any other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are document required to be delivered by such Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewithhereunder; (iiii) Certificate a duly executed copy of Good Standing with respect to the Interim Servicing Agreement; (iv) the Bailment Agreement, executed by a duly authorized officer of Buyer; (v) a good standing certificate for each Buyer, issued by the Secretary of State of Arizonastate in which each Buyer is incorporated, dated not more than thirty (30) days prior to the Closing Date; and (jvi) A certificate dated the Closing Date such other documents and instruments as may reasonably be requested by Seller, each in form and substance satisfactory to Seller and its legal counsel and executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by a duly authorized officer of Buyer.

Deliveries by Buyer. At the Closing, the Buyer will deliver, or cause deliver the following to be delivered, the followingSeller: (a) The Estimated Purchase Price, as adjusted pursuant to Section 3.3, Price by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to by Seller and the Buyer; (b) The Assignment and Assumption Each Ancillary Agreement required to be delivered under this Agreement, duly executed by the Buyer; (c) The certificate and opinion of counsel contemplated by Sections 8.3(c) and (d); (d) The Instrument of Assumption, duly executed by the Buyer; (e) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of Buyer to assume the Assumed Liabilities by, Buyer in accordance with this Agreement; (df) CopiesOne or more easements to the extent necessary for Seller to continue and maintain their transmission and distribution business, certified by in favor of the Secretary or Assistant Secretary of Seller (the "Seller's Easements") with respect to Real Property conveyed to Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be duly executed and delivered acknowledged by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, each substantially in the form of Exhibit F attached E hereto, and Buyer shall bear any transfer or similar tax incurred in connection herewith as set forth in Section 7.8; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer Copies of the Assets resolutions adopted by the Members or the consummation Managers or similar governing body of the transactions contemplated Buyer, certified by a Member of the Buyer, as having been duly and validly adopted and as being in full force and effect, authorizing the execution and delivery by the Buyer of this Agreement;Agreement and other closing documents described in this Agreement to which the Buyer is a party, and the performance by the Buyer of its respective obligations hereunder and thereunder; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase PriceClosing Payment, payable pursuant to Section 3.2, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment and Assumption AgreementAll Ancillary Agreements, duly executed by Buyer, as applicable, except for the Power Purchase Agreement and Interconnection Agreement, which shall be executed prior thereto; (c) Copies of Buyer’s Required Regulatory Approvals and any and all consents, waivers or approvals set forth on Schedule 5.3(a) and obtained by Buyer with respect to the transfer of the Included Assets, or the consummation of the transactions contemplated by this Agreement; (d) Copies, certified by the Secretary or any Assistant Secretary of Buyer of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and all of the other agreements and instruments to be executed and delivered by Buyer and Buyer’s Parent in connection herewith and therewith, and the consummation of the transactions contemplated hereby and thereby; (e) A certificate of the Secretary or any Assistant Secretary of Buyer identifying the name and title and bearing the signatures of the officers of Buyer and Buyer’s Parent authorized to execute and deliver this Agreement and the Ancillary Agreements and the other agreements contemplated hereby and thereby; (f) A certificate of good standing with respect to Buyer, issued by the Secretary of State of the State of Delaware; (g) A certificate of authority of Buyer (or its assignee of this Agreement) to do business in Michigan, issued by the Secretary of State of the State of Michigan; (h) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of Buyer to assume the Assumed Liabilities by, Buyer and Obligations in accordance with this Agreement; (di) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all A copy of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Post-Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Decommissioning Trust Agreement; (hj) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement Agreement, or otherwise reasonably requested by Seller required in connection herewith; (ik) Certificate The security required to be furnished by Buyer pursuant to Section 7.2 of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by BuyerPower Purchase Agreement.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Sellers: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's Sellers' instructions or by such other means as are may be agreed upon to by Seller Sellers and Buyer; (b) The opinions of counsel and officer's certificates contemplated by Section 7.2; (c) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of BuyerBuyer and Buyer Parent, respectively, of resolutions authorizing the execution and delivery of this Agreement Agreement, the Guaranty and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of BuyerBuyer and Buyer Parent, respectively, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement Agreement, the Guaranty and the other agreements and instruments contemplated hereby; (f) An All such other instruments of assumption as shall, in the reasonable opinion from Buyer's general of Sellers and their counsel, dated be necessary for Buyer to assume the Closing Date, substantially Assumed Liabilities in the form of Exhibit F attached heretoaccordance with this Agreement; (g) Certified copies Copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets Purchased Assets, or the consummation of the transactions contemplated by this Agreement; (h) Certificates of Insurance relating to the insurance policies required pursuant to Article 10 of the Interconnection Agreement; and (i) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, the Buyer will deliver, or cause shall deliver to be delivered, ------------------- the Seller the following: (a) The Purchase Price, as adjusted pursuant to Section 3.3, Estimated Closing Payment by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to by the Seller and the Buyer; (b) The Assignment and Assumption Each Ancillary Agreement required to be delivered under this Agreement, duly executed by the Buyer; (c) The certificate and opinion of counsel as contemplated by Section 8.3 hereof; (d) One or more easements to the extent necessary to evidence the right of Seller to use the Real Property of Buyer (the "Seller's Easements"), to the extent necessary for the Seller to continue and maintain its transmission and distribution business, in favor of the Seller with respect to Real Property conveyed to the Buyer, duly executed and acknowledged by the Buyer, each substantially in the form of Exhibit D attached hereto, and the Buyer shall bear any transfer or similar tax incurred in connection herewith as set forth in Section 7.9 hereof; (e) The Instrument of Assumption, duly executed by the Buyer providing for the assumption of all of the Seller's right, title and interest as lessor (or lessee as the case may be) under the Leases; (f) All such other instruments of transfer or assumption as shall, in the reasonable opinion of the Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of Buyer to assume the Assumed Liabilities by, Buyer in accordance with this Agreement; (dg) CopiesCopies of the resolutions adopted by the board of directors of the Buyer, certified by the Secretary or Assistant Secretary secretary of the Buyer, of resolutions as having been duly and validly adopted and as being in full force and effect, authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer of this Agreement, the Ancillary Agreements and other closing documents described in connection herewiththis Agreement to which the Buyer is a party, and the consummation performance by the Buyer of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name its obligations hereunder and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement;thereunder; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement Agreement, the Ancillary Agreements or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer herewith or therewith. ARTICLE V --------- REPRESENTATIONS AND WARRANTIES OF SELLER ---------------------------------------- The Seller represents and warrants to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.Buyer as follows:

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause deliver the following documents to be delivered, the followingSeller: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer A certificate executed on behalf of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary president or Assistant Secretary any vice president of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, representing and certifying, in such detail as Seller may reasonably request, that the conditions set forth in Sections 8.1 and 8.2 have been fulfilled. (b) An opinion of the in-house counsel of Buyer, dated the Closing Date, in the form of Exhibit 3.3(b)-1 and an opinion of XxXxxxx Xxxx Xxxxxx & XxxXxx, L.L.P., dated the Closing Date, in the form of Exhibit 3.3(b)-2. (c) An IT Services Agreement substantially in the form of Exhibit F attached hereto;3.2(h) duly executed by Buyer if such agreement has not theretofore been entered into. (d) An Employee Matters Agreement substantially in the form of Exhibit 3.2(f) duly executed by Buyer. (e) A Buyer Parent Guaranty substantially in the form of Exhibit 3.3(e). (f) All releases, replacements, and substitutions of Company Guarantees, obtained in accordance with Section 7.10, if any, in form and substance reasonably satisfactory to Seller. (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer Evidence of the Assets or Governmental Approvals and Third Party Consents required for Buyer to enter into the consummation of the transactions contemplated by this Agreement;Agreement and perform its obligations thereunder. (h) Such other agreementscertificates, documentsinstruments, instruments and writings documents as are may be required by the terms of this Agreement to be delivered by Buyer at Buyer, or as may be reasonably requested by Seller prior to the Closing Date pursuant to carry out the intent and purposes of this Agreement Agreement. (i) The certificates listed below: (i) A certificate, dated the Closing Date, signed by the secretary or otherwise reasonably requested by Seller in connection herewith; assistant secretary of Buyer certifying as to the (i) Certificate of Good Standing with respect to Incorporation of Buyer as amended; (ii) by-laws of Buyer, issued by as amended; (iii) incumbency and signatures of signing officers of Buyer; (iv) adoption and continued effect of the resolutions of Buyer’s board of directors approving and authorizing the execution, delivery and performance of this Agreement, the Related Agreements to which it is a party and the transactions contemplated hereby and thereby; and (ii) A certificate from the Secretary of State of Arizona; and the state of incorporation of Buyer, dated not more than ten (j10) A Business Days prior to the Closing Date, certifying as to the good standing of Buyer, and a “bring-down” certificate dated as of the Closing Date executed by Buyer's Chief Financial Officer with respect to the effect that, to good standing of Buyer in such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyerstate.

Deliveries by Buyer. At the Closing, Buyer will shall deliver, or cause to be delivered, to Seller the following: (a) The Purchase Price, as adjusted pursuant to Section 3.3, cash in the amount of One Hundred and Seventy-Five Million Dollars ($175 million) payable by wire transfer of in immediately available funds denominated in to a U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon bank account of Seller (which account shall be designated by Seller and Buyerno fewer than two business days prior to the Closing Date); (b) The Assignment the certificate executed by an authorized officer of Buyer required to be delivered pursuant to Section 7.2(c); (c) a certificate, executed by an authorized officer of Buyer, certifying (i) the due organization and Assumption Agreementgood standing of Buyer, and (ii) the authority and incumbency of officers of Buyer executing this Agreement and the other agreements, instruments or certificates delivered at the Closing; (d) the Supply Agreements, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of BuyerLicense Agreement, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated herebyduly executed by Seller; (f) An opinion from Buyer's general counselthe Trademark License Agreement, dated the Closing Date, substantially in the form of Exhibit F attached heretoduly executed by Seller; (g) Certified copies the Note in the principal amount of any Twenty-Five Million Dollars ($25 million), duly issued and all consents, waivers or approvals obtained or required to be obtained executed by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this AgreementBuyer; (h) Such other agreements, documents, instruments and writings as are a copy of the notice(s) required to be delivered by 21 CFR 314.72 (i) from Buyer at or prior to the Closing Date pursuant FDA relative to this Agreement or otherwise reasonably requested by Seller in connection herewiththe transfer of ownership of the Bicillin(R) and Wycillin(R) Products; (i) Certificate such instruments of Good Standing with respect assumption and other certificates, instruments or documents, in form and substance reasonably acceptable to Buyer and Seller, as may be necessary to effect Buyer, issued by 's assumption under Applicable Laws of the Secretary of State of ArizonaPurchased Assets and the Assumed Liabilities; and (j) A certificate dated such other instruments and documents, in form and substance reasonably acceptable to Buyer and Seller, as may be necessary to effect the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by BuyerClosing.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Base Purchase Price, as adjusted together with any amounts for which Buyer is liable pursuant to Section 3.33.5, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's ’s instructions or by such other means as are may be agreed upon to by Seller and Buyer; (b) The Assignment and Assumption AgreementEach of the Transaction Agreements, duly executed by Buyerand in recordable form, if appropriate; (c) All such Copies of all Buyer’s Required Third Party Consents and Buyer’s Required Regulatory Approvals and any and all governmental and other instruments of transfer third party consents, waivers or assumption as shall, in the reasonable opinion of Seller and approvals obtained by Buyer with respect to its counsel, be necessary for the sale, conveyance, assignment and transfer acquisition of the Purchased Assets toand the Gasification Real Property, or the assumption consummation of the Assumed Liabilities by, Buyer in accordance with transactions contemplated by this AgreementAgreement and the Transaction Agreements; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement, each Transaction Agreement and all of the other agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated herebyhereby and thereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, Buyer identifying the name and title and bearing the signatures of the officers of such Buyer authorized to execute and deliver this Agreement, each Transaction Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from A certificate of good standing with respect to Buyer's general counsel, dated as of a date not earlier than five (5) Business Days prior to the Closing DateClosing, substantially in from the form office of Exhibit F attached heretothe Secretary of State of such entity’s organization; (g) Certified copies of any and all consentsOne or more instruments, waivers or approvals obtained or required to be obtained executed by Buyer from Government Authorities or non-governmental Persons with respect to the transfer SGS, as applicable, evidencing termination of each of the Assets or the consummation of the transactions contemplated by this Agreement;Related Agreements; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the followingfollowing to Seller: (a) The Purchase Price, as adjusted amount payable by Buyer at Closing pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer3.2(a); (b) The Xxxx of Sale, Assignment and Assumption Agreement, the Transition Services Agreement, License Agreement and the Sturbridge Property Lease, duly executed by Buyer, or Buyer's designee; (c) All such other instruments of transfer or assumption as shall, in the reasonable The opinion of Seller counsel and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementofficer's certificate contemplated by Section 7.2; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of the Articles of Incorporation and Bylaws of Buyer and Lessee and resolutions adopted by the Board of Directors of Buyer and Lessee authorizing the execution and delivery of this Agreement Agreement, the Lease, the Lease Guaranty and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated herebyhereby and under the Lease and the Lease Guaranty (as applicable); (e) A certificate Certificates of the Secretary or Assistant Secretary of Buyer, Buyer and Lessee identifying the name and title and bearing the signatures of the officers of Buyer and Lessee authorized to execute and deliver this Agreement Agreement, and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated Certificates of good standing with respect to Buyer issued by the Closing Date, substantially in Secretary of State of the form Commonwealth of Exhibit F attached heretoPennsylvania and the Lessee issued by the Secretary of State of Delaware and Secretary of State of the Commonwealth of Massachusetts; (g) Certified copies All such other instruments of any assumption as shall, in the reasonable opinion of Seller and all consentsits counsel, waivers or approvals obtained or required be necessary for Buyer to be obtained by Buyer from Government Authorities or non-governmental Persons assume the Assumed Liabilities and Obligations and Permitted Encumbrances in accordance with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement;; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause Buyers shall deliver to be delivered, Sellers (unless delivered previously) the following: (a) The Purchase Pricecopies of the resolutions of each Buyer's board of directors authorizing the execution, as adjusted pursuant delivery and performance by each Buyer of this Agreement and the consummation by each Buyer of the transactions contemplated hereby, and authorizing each Buyer's officers, employees and agents to Section 3.3carry out and perform the terms and provisions hereof and thereof, certified by wire transfer the corporate secretary of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and each Buyer; (b) The Assignment a copy of the Certificate of Incorporation (or comparable document) of each Buyer, as amended to date, certified by the applicable government authority, and Assumption Agreementdated as of a date not more than ten (10) calendar days prior to the Closing Date, duly executed by Buyerif such applicable government authority will issue such a certificate; (c) All a certificate of good standing of each Buyer issued by the applicable governmental authority for each jurisdiction in which each Buyer is incorporated or, as to each Buyer other than Bucyrus USA, is required to be qualified to transact business as a foreign corporation, dated not more than ten (10) calendar days prior to the Closing Date, if such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreementapplicable governmental authority will issue such a certificate; (d) Copies, certified by the Secretary wire transfer or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments transfers referred to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated herebySection 3.01 ------------ hereof; (e) A certificate of the Secretary or Assistant Secretary of Buyerofficer's certificates referred to in Sections 9.01(a), identifying the name ----------------- (b) and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby;(c) hereof; ----------- (f) An the opinion from Buyer's general of Buyers' counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto;; --------- (g) Certified copies a duly executed lease agreement, substantially in the form of any and all consentsExhibit G attached hereto, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to regarding the transfer of the Assets or the consummation of the transactions contemplated by this Agreement;Marion USA Facilities; --------- and (h) Such all other agreements, documents, duly executed instruments and writings as are documents required by this Agreement to be delivered by Buyer at Buyers to Sellers, and such other instruments and documents which Sellers or prior to its counsel may reasonably request not inconsistent with the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyerprovisions hereof.

Deliveries by Buyer. At the Closing, the Buyer will deliver, or cause shall deliver to be delivered, ------------------- the Seller the following: (a) The Purchase Price, as adjusted pursuant to Section 3.3, Estimated Closing Payment by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon to by the Seller and the Buyer; (b) The Assignment and Assumption Each Ancillary Agreement required to be delivered under this Agreement, duly executed by the Buyer; (c) The certificate and opinion of counsel as contemplated by Section 8.3 hereof; (d) One or more easements to the extent necessary to evidence the right of Seller to use the Real Property of Buyer (the "Seller's Easements"), to the extent necessary for the Seller to continue and maintain its transmission and distribution business, in favor of the Seller with respect to Real Property conveyed to the Buyer, duly executed and acknowledged by the Buyer, each substantially in the form of Exhibit I attached hereto, and the Buyer shall bear any transfer or similar tax incurred in connection herewith as set forth in Section 7.9 hereof; (e) The Instrument of Assumption, duly executed by the Buyer providing for the assumption of all of the Seller's right, title and interest as lessor (or lessee as the case may be) under the Leases; (f) All such other instruments of transfer or assumption as shall, in the reasonable opinion of the Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of Buyer to assume the Assumed Liabilities by, Buyer in accordance with this Agreement; (dg) CopiesCopies of the resolutions adopted by the board of directors of the Buyer, certified by the Secretary or Assistant Secretary secretary of the Buyer, of resolutions as having been duly and validly adopted and as being in full force and effect, authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer of this Agreement, the Ancillary Agreements and other closing documents described in connection herewiththis Agreement to which the Buyer is a party, and the consummation performance by the Buyer of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name its obligations hereunder and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement;thereunder; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement Agreement, the Ancillary Agreements or otherwise reasonably requested by Seller required in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyerherewith or therewith.