Common use of Deliveries by Buyer Clause in Contracts

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, the following to Sellers: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above; (b) a duly executed copy of the Assignment and Assumption Agreement; (c) a duly executed copy of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Agreement.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in deliver to the case of the Guarantee, shall cause WHF to deliver, Seller Representative the following to Sellersitems: (a) the Cash Purchase Price, paid in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000accordance with Section 2.3(c), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above; (b) a duly executed copy of the Assignment and Assumption AgreementPreference Share Purchase Price, paid in accordance with Section 2.3(a)(ii); (c) a duly executed copy of stock certificates registered in the Assignment and Assumption of Intangibles Agreementnames set forth on Schedule 3.3 (a) representing the UFAB Shares; (d) a duly executed copy of stock certificate representing the U.S. Transition Services AgreementPreference Shares; (e) a duly executed copy of the Name License AgreementGCC Redemption Note; (f) a the Leases, duly executed copy of the Lease Assignment Agreementby Canadian Buyer; (g) a duly executed promissory note in favor certificate of the Sellers Secretary of State or other applicable Governmental Authority of the state or other jurisdiction of organization of each Buyer as to the existence of each Buyer and, in respect of Unique, as to the form attached hereto good standing, in such jurisdiction as Exhibit 2.8(g) (of the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinmost recent practicable date; (h) a duly executed guarantee in certificate of the form Secretary of each Buyer, certifying, as of the Closing, attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees copies of the obligations certificate of Buyer under incorporation and by-laws of Buyer, certifying and attaching all requisite resolutions or actions of each Buyer’s board of directors approving the execution and delivery of this Agreement and the Ancillary Agreements Related Documents to which such Buyer is a party and agrees the consummation of the transactions contemplated hereby and thereby, and certifying to be bound by the terms incumbency and signatures of Section 5.11 hereof (the “Guarantee”)officers of Buyer executing this Agreement and any Related Documents and any other document relating to the transactions contemplated hereby or thereby; (i) certificates of an officer of each Buyer to the officer’s certificate required under Section 8.1effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) Escrow Agreement, duly executed by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) aboveeach Buyer; (k) a certified copy of the Articles of Organization and Operating Agreement of Lease Escrow Agreement, duly executed by Canadian Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of NevadaEmployment Agreements, duly executed by Canadian Buyer; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Non-Competition Agreement duly executed by Buyer; and. (n) a copy receipt for the Purchased Assets, the Preference Shares and the Purchased Shares; and (o) the Xxxx of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver Sale and perform this AgreementAssumption Agreements.

Deliveries by Buyer. At the Closing, Buyer shall will deliver, and in the case of the Guarantee, shall or cause WHF to deliverbe delivered, the following to Sellersfollowing: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000)The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds to denominated in U.S. dollars in accordance with Seller’s (or if the bank account(sSale Option is exercised, in accordance with HGC Investment’s) designated instructions or by Sellers pursuant to Section 2.6(asuch other means as are agreed upon by Seller (or if the Sale Option is exercised, by HGC Investment) aboveand Buyer; (b) a duly executed copy Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the Assignment agreements and Assumption Agreementinstruments to be executed and delivered by Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (c) a duly executed copy A certificate of the Assignment Secretary or Assistant Secretary of Buyer, identifying the name and Assumption title and bearing the signatures of Intangibles Agreementthe officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (d) a duly executed copy An opinion from Buyer’s legal counsel reasonably acceptable to Seller, dated the Closing Date, substantially in the form of the U.S. Transition Services AgreementExhibit C attached hereto; (e) a duly executed copy Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Governmental Authorities or non-governmental Persons with respect to the transfer of the Name License HGC Investment Membership Interest (or if the Sale Option is exercised, the HGC Holdings Membership Interest) or the consummation of the transactions contemplated by this Agreement; (f) a duly executed copy Certificate of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant Good Standing with respect to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound Buyer, issued by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) state or jurisdiction of Buyer authorizing the execution, delivery and performance of this Agreement by Buyerformation; and (ng) a copy A certificate dated the Closing Date executed by an executive officer of the resolutions adopted by Buyer to the Board of Directors of the Managing Member of Buyer authorizing the Buyereffect that, to executesuch officer’s Knowledge, deliver the conditions set forth in Sections 7.2(e) and perform this Agreement(f) have been satisfied.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, make the following deliveries or such deliveries in substitution therefor as are satisfactory to SellersSeller: (a) Cash in Buyer shall deliver to Seller the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above;Purchase Price. (b) a duly executed copy Buyer shall deliver to Seller an instrument of assignment and assumption substantially in the Assignment and Assumption Agreement;form of EXHIBIT 3.3(b). (c) Buyer shall deliver to Seller a duly executed copy certificate of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); an officer thereof certifying (i) the officer’s that attached to such certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization are true and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy correct copies of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) its Board of Buyer Directors authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents by Buyer; and, and that such resolutions are in full force and effect as of the Closing and (ii) the incumbency and signatures of their respective officers who have executed this Agreement and the other certificates, instruments and documents delivered at the Closing on behalf of Seller. (nd) a copy Buyer shall deliver to Seller certificates from the Secretary of State of Texas and the Comptroller of Public Accounts of the resolutions adopted State of Texas as to the legal existence and good standing, respectively, of Buyer under the laws of such state. (e) Buyer shall deliver to Seller a certificate executed on behalf of Buyer by the Board president or a vice president of Directors of the Managing Member of Buyer authorizing the Buyer, dated the Closing Date, representing and certifying, in such detail as Seller may reasonably request, that the conditions set forth in ARTICLE VIII have been fulfilled. (f) Buyer shall have executed and delivered to execute, deliver Seller the Lease and perform this Services Agreement. (g) Buyer shall deliver to Seller such other certificates, instruments and documents as may be reasonably requested by, and in form and substance reasonably satisfactory to, Seller in order to effect the transactions contemplated by this Agreement to occur at the Closing.

Deliveries by Buyer. At the Closing, Buyer shall delivershall, and in subject to the case ------------------- fulfillment to its reasonable satisfaction of the Guaranteeconditions set forth in Section 9 or its waiver thereof, shall cause WHF deliver to deliver, Seller the following to Sellersfollowing: (a) Cash an amount equal to the Purchase Price, payable in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), cash by wire transfer of immediately available funds to the such bank account(s) designated by Sellers pursuant to Section 2.6(a) aboveaccount of Seller as Seller may specify; (b) a duly executed copy the Xxxx of the Assignment Sale and Assumption Agreement; (c) a duly executed copy of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers Liabilities Agreement substantially in the form attached hereto as Exhibit 2.8(g) (B, dated the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinClosing Date --------- and duly executed by an authorized officer of Buyer; (hc) a certificate, dated the Closing Date and executed by a duly executed guarantee authorized officer of Buyer, certifying that the conditions set forth in Section 10.01 have been satisfied; (d) an opinion, dated the Closing Date, of Jaffe, Raitt, Heuer & Xxxxx, counsel for Buyer, in the form attached hereto as Exhibit 2.8(hE; --------- (e) pursuant copies of all resolutions of Buyer's Board of Directors authorizing the transactions contemplated hereby or otherwise relating to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound transactions contemplated hereby, certified by the terms Secretary (or an Assistant Secretary) of Section 5.11 hereof (Buyer as being in full force and effect on the “Guarantee”)Closing Date; (if) sales tax exemption certificate for the officer’s sale of inventories of Seller and any other certificate required under Section 8.1for exemption available for other types of property; (jg) cash the share transfer agreement for the Korean Joint Venture Interest substantially in the amounts due to Sellers form attached hereto as set forth on Schedule 5.6(b) Exhibit G duly executed by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy an officer of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (nh) a copy of such other documents and instruments as are required to be delivered to Seller by Buyer pursuant to this Agreement at or prior to the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this AgreementClosing.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in will deliver to Seller the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by A wire transfer of immediately available funds Cash equal to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above;Purchase Price. (b) a duly executed copy of the The Lease Agreement; (c) The Bill xx Sale and Assignment and Assumption Agreement; (c) a duly executed copy of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy A certificate of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement existence and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer by Buyer, as of a date within twenty (20) days prior to the Closing Date, from the State of Delaware; (e) The certificate of Buyer delivered pursuant to SECTION 6.2(b). (f) A certificate of the Secretary of State of Nevada; (m) Buyer containing a true and correct copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy of the resolutions duly adopted by the Board of Directors of Buyer approving the Managing Member Acquisition Documents and the other documents and transactions contemplated hereby and certifying that such resolutions have not been rescinded, reworked, modified, or otherwise affected and remain in full force and effect; (g) A certificate of incumbency of Buyer authorizing executed by Secretary of Buyer thereof listing the officers authorized to execute the Acquisition Documents and certifying the authority of each such officer to execute the Acquisition Documents; (h) the opinion of counsel to Buyer in substantially the form as EXHIBIT F attached hereto; and (i) All other documents, certificates, instruments and writings required hereunder to be delivered by Buyer, or as may reasonably be requested by Seller at or prior to execute, deliver and perform Closing pursuant to this Agreement.

Deliveries by Buyer. at the Closing. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, deliver the following to SellersTDC: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by By wire transfer of immediately available funds to the bank account(saccount of TDC designated in writing to Buyer prior to the date hereof, the amount of the cash portion of the purchase price set forth in Section 1.2(a) designated by Sellers pursuant to Section 2.6(a) abovehereof; (b) a duly An Assumption Agreement executed copy of the Assignment and Assumption Agreement; (c) a duly executed copy of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note by Buyer in favor of the Sellers in substantially the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”1.5(b); (ic) the officer’s certificate required under Section 8.1The Lease executed by Buyer; (jd) cash in A certificate representing the amounts due RBC Preferred Shares issued to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) aboveTDC; (ke) a certified copy An officers' certificate for Buyer as to the Certificate of Incorporation and Bylaws of Buyer, the Articles resolutions adopted by the Board of Organization Directors and Operating sole stockholder of Buyer authorizing the execution and delivery of this Agreement, the Assumption Agreement and the Lease and the transactions contemplated hereby and thereby and the incumbency of certain officers of Buyer; (lf) a An officers' certificate for RBC as to the Certificate of good standing Incorporation and Bylaws of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the executionRBC, delivery and performance of this Agreement by Buyer; and (n) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer RBC authorizing the Buyer, to execute, deliver execution and perform delivery of this Agreement, the filing with the Secretary of State of the State of Delaware of the Certificate of Designations, the issuance of the Preferred Shares to TDC and the transactions contemplated hereby and the incumbency of certain officers of RBC; (g) An opinion of Xxxxxx, Xxxx & Xxxxxxxx, special counsel to RBC, in substantially the form of Exhibit 1.5(g) attached hereto, dated as of the date hereof and addressed to TDC; and (h) All other documents, instruments and writings required by this Agreement to be delivered by Buyer at the Closing or otherwise reasonably requested by TDC to complete the transactions contemplated hereby.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in will deliver or cause to be delivered to Seller (unless previously delivered) the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (a) Cash The Purchase Price as described in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a3.1(a) above; (b) a duly executed copy A certificate dated within five days prior to the Closing Date issued by the Secretary of State of the Assignment State of Delaware certifying that Buyer has legal existence and Assumption Agreementis in good standing in the State of Delaware; (c) a The Escrow Agreement (as defined in Section 3.3(i)) duly executed copy of the Assignment and Assumption of Intangibles Agreementby Buyer; (d) a The General Assignment and Bxxx of Sale duly executed copy of the U.S. Transition Services Agreementby Buyer; (e) a duly executed copy A legal opinion of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note Buyer’s counsel, in favor of the Sellers in substantially the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinF, duly executed by Buyer’s counsel; (hf) a duly A certificate dated the Closing Date executed guarantee in by the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations Secretary of Buyer under certifying: (i) the names of the officers of Buyer authorized to sign this Agreement and the Ancillary Agreements other agreements, documents and agrees instruments executed by Buyer pursuant hereto, together with the true signatures of such officers; and (ii) as to be bound by the terms copies of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the appropriate officers of Buyer to execute and deliver this Agreement and all agreements, documents and instruments executed by Buyer pursuant hereto, and to consummate the transactions contemplated hereby and thereby, and that such resolutions are still in effect and have not been amended, modified, rescinded or revoked; (g) Counterpart signature pages of the Investors Rights Agreement and the Co-Sale Agreement, duly executed by Buyer, to execute, deliver and perform this Agreement.;

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in or cause to be delivered, to Seller the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars Consideration ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers as may be adjusted pursuant to Section 2.6(a) above7.12, if applicable); (b) a duly executed copy of counterpart to the Assignment and Assumption AgreementAssumed Contracts Assignment; (c) a duly executed copy of counterpart to the Assignment and Assumption of Intangibles AgreementLeased Real Property Assignment; (d) a duly executed copy of counterpart to the U.S. Transition Services Agreement; (e) a duly executed copy counterpart to the Xxxx of the Name License AgreementSale; (f) a duly executed copy parent guaranty of Plains All American Pipeline, L.P., guarantying Buyer’s obligations under this Agreement, substantially in the Lease Assignment Agreementform of Exhibit Q (the “Buyer Guaranty”); (g) a duly executed promissory note in favor of counterpart to the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinClosing Statement; (h) a duly executed guarantee in counterpart to the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”)Terminalling Agreement; (i) a duly executed counterpart to the officer’s certificate required under Section 8.1Access Agreement; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds a duly executed counterpart to the account(s) designated by Sellers pursuant to Section 2.6(a) aboveEscrow Agreement; (k) a certified copy of duly executed counterpart to the Articles of Organization and Operating Agreement of BuyerCustody Transfer Receipt; (l) a duly executed certificate of good standing Buyer, dated as of Buyer from the Secretary 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 State of Nevada;Exhibit R; and (m) any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement, and in a copy of the resolutions adopted form reasonably acceptable to Buyer and Seller (it being understood that such instruments shall not require Buyer or Seller or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in or as contemplated by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy of or the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this AgreementAncillary Agreements).

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, the following to Sellerswill: (a) Cash pay the Purchase Price to Seller in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000accordance with Section 2.4(b), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above; (b) a duly executed copy of deposit the Assignment and Assumption AgreementEscrow Amount with the Escrow Agent in accordance with Section 2.4(c); (c) a duly executed copy pay on behalf of Seller the Assignment and Assumption of Intangibles Agreement;Debt in accordance with Section 2.4(d); and (d) a duly executed copy of deliver, or cause to be delivered, to Seller and the U.S. Transition Services Agreement;Shareholder: (ei) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note counterpart signature to one or more assignment and assumption agreements, in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) and substance reasonably acceptable to Buyer and Seller (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “GuaranteeAssignment Agreements”); (iii) counterpart signature to the officer’s certificate required under Section 8.1Severance Agreement; (jiii) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) Escrow Agreement, executed by wire transfer in immediately available funds to Buyer and the account(s) designated by Sellers pursuant to Section 2.6(a) aboveEscrow Agent; (kiv) a certified copy of the Articles of Organization and Operating Agreement of Buyerclosing certificate contemplated by Section 7.3(c); (lv) a certificate certificate, in a form satisfactory to Seller, of good standing an officer of Buyer from dated as of the Secretary of State of Nevada; (m) a copy Closing Date and certifying correct and complete copies of the resolutions adopted by of the Managing Member (as defined in the board of directors of Buyer’s Operating Agreement) of Buyer , approving and authorizing the execution, delivery and performance of this Agreement by BuyerAgreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (vi) evidence satisfactory to Seller and Shareholder that Buyer has caused to be furnished to the customers of the Business listed on Schedule 2.8(d)(vi) performance bonds (in form and substance satisfactory to each such customer) in substitution for the performance bonds listed thereon and previously furnished on behalf of Seller to such customers (each, a “Substitute Bond”); and (nvii) a copy of such other documents and instruments necessary to consummate the resolutions adopted by Transaction upon the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver terms and perform conditions set forth in this Agreement, all of which, together with the documents and instruments referred to above, will be in form and substance reasonably satisfactory to Seller and the Shareholder.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in provide the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire Wire-transfer of immediately available funds the Closing Cash Consideration to the Seller’s designated bank account(s) designated by Sellers pursuant to Section 2.6(a) aboveaccount as detailed in Schedule C hereto; (b) a duly executed copy of A signed letter to the Assignment Buyer’s transfer agent, instructing the transfer agent to issue the applicable Closing Equity Consideration to SD or Seller (as SD’s designee if so required by SD), and Assumption Agreementto the Retention Personnel; (c) a The SD Release duly executed copy of the Assignment and Assumption of Intangibles Agreementby Buyer; (d) a The Net Working Capital Note duly executed copy of the U.S. Transition Services Agreementby Buyer; (e) a The Line of Credit Note duly executed copy of the Name License Agreementby Buyer; (f) a The Security Agreement duly executed copy of the Lease Assignment Agreementby Buyer; (g) a The Guaranty duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinby Buyer; (h) a The Consulting Agreement duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”)Buyer; (i) the officer’s A certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) executed by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy Buyer, dated as of the resolutions adopted by Closing Date, certifying that attached thereto are true and complete copies of (i) the Managing Member certificate of incorporation and bylaws of Buyer, (as defined in the Buyer’s Operating Agreementii) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy of the all resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyerexecution, delivery, and performance of this Agreement and the other Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (iii) an incumbency certificate certifying the signatures and incumbency of authorized signatories of Buyer to execute, deliver this Agreement and perform the Ancillary Agreements; and (j) Such other documents as are reasonably necessary to carry out the terms of the transaction contemplated by this Agreement.

Deliveries by Buyer. At or prior to the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF is delivering or causing to deliver, be delivered to Sellers or their designees the following to Sellersitems: (a) Cash the Estimated Purchase Price, payable in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to accordance with Section 2.6(a) above3.01; (b) a the Xxxx of Sale, duly executed copy of acknowledged by Buyer; (c) the Assignment and Assumption Agreement; (c) a , duly executed copy of the Assignment and Assumption of Intangibles Agreementby Buyer; (d) a the Lease Assignments, duly executed copy of the U.S. Transition Services Agreementby Buyer; (e) a the IP Assignment, duly executed copy of the Name License Agreementacknowledged by Buyer; (f) a the TSA, duly executed copy of the Lease Assignment Agreementby Buyer; (g) a the Supply Agreement, duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinby Buyer; (h) a the Toll Manufacturing Agreement, duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”)Buyer; (i) the officer’s certificate required under Section 8.1Posnick Lease Agreement, duly executed by Buyer; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (li) a certificate of good standing of Buyer from Buyer, issued by the Secretary of State of Nevada; Delaware, dated as of the most recent practicable date, (mii) a certified copy of the organizational documents of each of Buyer UK and Buyer Mexico, and (iii) where such document is generally available, a certificate of good standing or equivalent certificate from the jurisdiction in which each of Buyer UK and Buyer Mexico was incorporated or formed; and (k) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying that (i) attached thereto are true and complete copies of all resolutions duly adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy and the Ancillary Agreements and the consummation of the resolutions adopted by transactions contemplated hereby and thereby and (ii) identifying the Board of Directors name and title and bearing the signatures of the Managing Member officers of Buyer authorizing authorized to execute this Agreement and the Buyer, to execute, deliver and perform this AgreementAncillary Agreements.

Deliveries by Buyer. At Concurrently with the Closingexecution and delivery of this Agreement, Buyer shall deliverhas, and in the case against delivery to Buyer of the Guaranteeitems, shall cause WHF documents and certificates delivered to deliver, the following to Sellers: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), Buyer by wire transfer of immediately available funds to the bank account(s) designated by Sellers Seller pursuant to Section 2.6(a2.7, (i) above; (b) a duly executed copy delivered counterparts of the Escrow Agreement, Transition Services Agreement, Bxxx of Sale and Assignment and Assumption Agreement; , executed on Buyer’s behalf by an authorized officer of Buyer, (cii) delivered offer letters from Buyer to each Key Employee, each executed by a duly executed copy authorized representative of the Assignment Buyer, (iii) delivered and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note paid to Seller $10,250,000 in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to an account of Seller previously designated in writing by Seller to Buyer, and deposited with the account(sEscrow Agent $2,750,000 in cash by wire transfer in immediately available funds, (iv) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy copies of resolutions of the Articles Board of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) Directors of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement Agreement, each of the Buyer Ancillary Agreements, and the consummation of the sale, assignment and delivery of the Purchased Assets hereunder and all other transactions contemplated hereby and thereby, certified as true and correct as of the date hereof by the Secretary of Buyer; and , and (nv) a copy certificate from the Delaware Secretary of State, California Secretary of State and California Franchise Tax Board dated no earlier than April 10, 2003, regarding the resolutions adopted by the Board of Directors of the Managing Member good standing of Buyer authorizing with those agencies as of such date, with good standing to be confirmed verbally with each such agency on the Buyer, to execute, deliver and perform date of this Agreement.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in or cause to be delivered, to the case of Seller Parties the Guarantee, shall cause WHF to deliver, the following to Sellers: following: (a) the Closing Cash in the amount of Twelve Million Nine Hundred Thousand Dollars Payment; ($12,900,000b), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above; (bi) a duly executed copy of the Assignment and Assumption Agreement; (c) a , duly executed copy of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note by Buyer, in favor of the Sellers in substantially the form attached hereto as Exhibit 2.8(gA; (ii) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a Assignment and Assumption of Lease, duly executed guarantee by Buyer, in substantially the form attached hereto as Exhibit 2.8(hB; (iii) pursuant the Xxxx of Sale, duly executed by Buyer, in substantially the form attached hereto as Exhibit C; and (iv) an Intellectual Property Assignment Agreement, duly executed by Buyer, in substantially the form attached hereto as Exhibit D; (c) the certificate, dated as of the Closing Date, described in Section 8.1(c); (d) a certificate, dated as of the Closing Date, executed by the secretary, or any assistant secretary, of Buyer, certifying that the resolutions, as attached to which WHF guarantees such certificate, were duly adopted by the obligations sole member of Buyer under Buyer, authorizing and approving the execution of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby and agrees certifying that such resolutions remain in full force and effect and certifying the names and signatures of the officers of the Buyer authorized to sign this Agreement and the other documents to be bound by the terms of Section 5.11 hereof delivered hereunder; (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (ke) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of certificate (or other comparable certificate) for Buyer from issued by the Secretary of State of Nevada; the State of Delaware dated not more than twenty (m20) a copy of days before the resolutions adopted by Closing Date; (f) the Managing Member (as defined in the Buyer’s Operating Escrow Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement duly executed by Buyer; and (ng) an employment agreement with Xxxxxx Xxxxx, duly executed by a copy Buyer or Affiliate of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to executein substantially the form attached hereto as Exhibit H; and (h) the Indemnity Agreement in substantially the form attached hereto as Exhibit I, deliver and perform this Agreementduly executed by Buyer.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall or cause WHF to deliverbe delivered, the following to SellersSeller: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000)The Closing Payment, by wire transfer of immediately available funds in accordance with Seller’s instructions to the bank account(s) account of Seller as designated by Sellers pursuant Seller at least two (2) Business Days prior to Section 2.6(a) abovethe Closing Date; (b) a duly executed copy Cash in an amount equal to the lesser of (i) $100,000 and (ii) the Assignment amount of all out-of-pocket costs and Assumption Agreementexpenses 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) a duly executed copy Cash in an amount equal to the sum of (i) the Assignment Station Working Funds and Assumption (ii) the Fuels Working Funds, by wire transfer of Intangibles Agreementimmediately 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) a The Assignment and Assumption Agreements, duly executed copy of the U.S. Transition Services Agreementby Buyer; (e) a duly executed copy of Evidence, in form and substance reasonably satisfactory to Seller, demonstrating that Buyer has obtained the Name License AgreementBuyer’s Required Regulatory Approvals set forth on Schedule 7.1(c); (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound Copies certified by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement Secretary or Assistant Secretary of Buyer; (l) a certificate , of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement, each Additional Agreement to which Buyer is a party, and all of the other agreements and instruments, in each case, to be executed, delivered and performed by BuyerBuyer in connection herewith; (g) 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, each Additional Agreement to which Buyer is a party and the other agreements contemplated hereby; (h) All such other permits, agreements, documents, instruments and writings as shall, in the reasonable opinion of Seller and its counsel, be necessary for Buyer to purchase and acquire the Purchased Assets, and to assume the Assumed Liabilities, in each case, in accordance with this Agreement and, where necessary or desirable, in recordable form; and (ni) a copy of Such other permits, agreements, documents, instruments and writings as are reasonably required to be delivered by Buyer at or prior to the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, Closing Date pursuant to execute, deliver and perform this AgreementAgreement or otherwise reasonably required in connection herewith.

Deliveries by Buyer. At the Closing, the Buyer shall deliver, and in will deliver or cause to be delivered to the case of the Guarantee, shall cause WHF to deliverSellers, the following to Sellersfollowing: (a) Cash The Purchase Price paid in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to accordance with Section 2.6(a) above1.6 hereof; (b) a A certificate duly executed copy by an officer of Buyer, dated as of the Assignment Closing Date, certifying that each of the conditions of Sections 7.1 and Assumption Agreement7.2 hereof have been satisfied; (c) a A certificate duly executed copy by the Secretary of Buyer, dated as of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); Closing Date, certifying (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy that attached thereto are true and complete copies of all resolutions of the Articles board of Organization and Operating Agreement directors of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer such entity authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the foregoing and (ii) the names and signatures of the officers of Buyer authorized to sign this Agreement and the Transaction Documents; (d) Assignment and Assumption Agreements substantially in the forms attached hereto as Exhibit D-1; Exhibit D-2 and Exhibit D-3, duly executed by an officer of the Buyer; (e) The Peabody Lease, duly executed by an officer of the Buyer; (f) The Escrow Agreements, duly executed by an officer of the Buyer; (g) The Xxxx of Sale, duly executed by an officer of the Buyer; (h) The IP Assignments, duly executed by an officer of the Buyer; and (ni) a copy Such other instruments of conveyance as Parent or the Sellers may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the resolutions adopted Acquired Assets and the transactions contemplated hereby and by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this AgreementTransaction Documents.

Deliveries by Buyer. At the Closing, Buyer shall deliver, deliver to Seller and in Parent the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (a) Cash the Closing Payment, payable in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to accordance with Section 2.6(a) above2.05; (b) a the promissory note substantially in the form attached as Exhibit A, duly executed copy of the Assignment and Assumption Agreement;by Buyer (c) a the xxxx of sale and assignment and assumption agreement, substantially in the form attached as Exhibit B, duly executed copy of the Assignment and Assumption of Intangibles Agreementby Buyer; (d) a the License Agreement, duly executed copy of the U.S. Transition Services Agreementby Buyer; (e) a the Patent Licenses, duly executed copy of the Name License Agreementby Buyer; (f) a the Shared Services Agreement, duly executed copy of the Lease Assignment Agreementby Buyer; (g) a to the extent that the Series A Units are certificated, certificates evidencing such Series A Units, duly executed promissory note in favor by the Secretary or Assistant Secretary of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinBuyer; (h) a duly certificate, dated the Closing Date, executed guarantee in by the form Secretary or Assistant Secretary of Buyer, certifying the incumbency of each officer executing this Agreement or any other documents and instruments to be executed and delivered pursuant hereto on behalf of such Person, and attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees are copies of all resolutions of the obligations board of directors of Buyer under and the members of Buyer authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the Ancillary Agreements transactions contemplated hereby, certified as being in full force and agrees to be bound by effect on the terms of Section 5.11 hereof (the “Guarantee”)Closing Date; (i) a certificate, dated the officer’s certificate required under Closing Date and executed by an executive officer of Buyer, certifying that each of the conditions specified in Section 8.1;8.02(a) and (b) is satisfied in all respects; and (j) cash a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of Buyer, dated on or about the Closing Date, certifying that Buyer is duly organized and in good standing or presently subsisting under the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to Laws of the account(s) designated by Sellers pursuant to Section 2.6(a) aboveState of the jurisdiction of its formation; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyerexecuted Lease Agreement; (l) a certificate copy of good standing all of Buyer from the Secretary of State of Nevadaexecuted documents and agreements compromising the Senior Loan Facility; (m) a copy of the resolutions adopted by the Managing Member (as defined in the executed LLC Agreement of Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and; (n) a copy of the resolutions adopted by executed offer letters for each of Xxxx Xxxxxx and Xxxx Xxxxx setting forth the Board of Directors compensation thereof for the first 12 months following the Closing; (o) a copy of the Managing Member executed Proprietary Information, Inventions and Restrictions Agreements with each of Xxxx Xxxxxx and Xxxx Xxxxx; (p) a copy of the executed Letter of Intent re: Project Onyx; and (q) such other documents and instruments as Seller and Parent may reasonably request and Buyer authorizing the Buyer, to execute, deliver can reasonably and perform this Agreementlawfully provide.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, the following documents were delivered to Sellersthe Seller and/or NCI: (a) Cash Buyer executed and delivered to Seller a certificate of the Secretary of Buyer in the amount form of Twelve Million Nine Hundred Thousand Dollars ($12,900,000)Exhibit C, by wire transfer of immediately available funds certifying to the bank account(sresolutions of the Management Committee of Buyer authorizing the transactions contemplated hereby and certifying that (i) designated such resolutions have not been revoked, suspended or amended and remain in full force and effect and (ii) this Agreement has been approved and adopted by Sellers pursuant to Section 2.6(a) above;all requisite corporate action on the part of Buyer. (b) Buyer executed and delivered the Note. (c) Buyer executed and delivered or caused to be executed and delivered to Seller or NCI the NCI Shares and stock powers duly endorsed and in proper form as required for transfer by NCI's transfer agent. (d) Buyer executed and delivered the Security Agreement in the form of Exhibit D attached hereto (the "Security Agreement"), which granted Seller a duly executed copy security interest in all of the assets of Buyer to secure the Buyer's obligations under the Note, the Security Agreement and this Agreement. (e) Schenkler resigned as a director of NCI. (f) Schenkler executed and delivered to Seller and NCI a certificate, in the form of Exhibit E hereto, to the effect that he has reviewed the representations and warranties set forth in Article IV, that he has provided the Seller with all information of which he had knowledge required to make the representations and warranties of the Seller and NCI included in Article IV not false or misleading, and that the representations and warranties set forth therein are, to the best of his knowledge, true and complete in all material respects. (g) The Lease Assignment and Assumption Agreement; (c) a duly executed copy of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers , in the form attached of Exhibit F hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which "Lease Assignment"), was executed and delivered by the Buyer agrees to pay Sellers and the amount on Landlord, and the terms set forth therein;Landlord released Seller and NCI from any and all liability thereunder. (h) a duly Each of Schenkler and the members of senior management of Seller identified by NCI executed guarantee and delivered an executed Confidentiality Agreement with NCI in the form attached hereto as of Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Agreement.G.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall deliver or cause WHF to deliver, be delivered to Parent the following to Sellersitems: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) aboveEstimated Closing Date Consideration; (b) a the Xxxx of Sale, duly executed copy of the Assignment and Assumption Agreementby Buyer; (c) a the Equity Transfer Agreement, duly executed copy of the Assignment and Assumption of Intangibles Agreementby Buyer; (d) a the TSA, duly executed copy of the U.S. Transition Services Agreementby Buyer; (e) a duly executed copy of the Name License Agreement[INTENTIONALLY OMITTED]; (f) a the Lease Assignments, duly executed copy of the Lease Assignment Agreementby Buyer; (g) a the Joint Use and Occupancy Agreement, duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinby Buyer; (h) a the IP Assignment, duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”)Buyer; (i) each of the officer’s certificate required under Section 8.1Commercial Agreements, duly executed by Buyer; (j) cash a certificate (the “Buyer Secretary Certificate”) dated as of the Closing Date, duly executed by the secretary or equivalent officer of Buyer, given by him or her on behalf of Buyer and not in the amounts due to Sellers his or her individual capacity, certifying as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) aboveeffectiveness of the resolutions of the Governing Body of Buyer authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (k) a certified copy certificate of the Articles Secretary of Organization and Operating Agreement State of Buyerthe State in which Buyer is organized as to the good standing of Buyer in such jurisdiction as of a reasonably recent date; (l) a certificate (the “Guarantor Secretary Certificate”) dated as of good standing the Closing Date, duly executed by the secretary or equivalent officer of Buyer from the Secretary Guarantor, given by him or her on behalf of State the Guarantor and not in his or her individual capacity, certifying as to the effectiveness of Nevadathe resolutions of the Governing Body of the Guarantor authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (m) a copy certificate of the resolutions adopted by Province of Ontario, in which the Managing Member (Guarantor is organized, as defined to the good standing of the Guarantor in the Buyer’s Operating Agreement) such jurisdiction as of Buyer authorizing the execution, delivery and performance of this Agreement by Buyera reasonably recent date; and (n) a copy certificate of an executive officer of Buyer, dated as of the resolutions adopted Closing Date, and given by the Board of Directors of the Managing Member him or her on behalf of Buyer authorizing and not in his or her individual capacity, certifying that the Buyer, to execute, deliver conditions set forth in Sections 8.2(a) and perform this Agreement8.2(b) have been satisfied (the “Buyer Closing Certificate”).

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in will deliver or cause to be delivered to Seller (unless previously delivered) the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (a) Cash The Purchase Price referred to in Section 1.2(a) including the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000)Promissory Note, duly executed by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) aboveBuyer; (b) a The Xxxx of Sale and Assignment Agreement, duly executed copy of the Assignment and Assumption Agreementby Buyer; (c) a The Assumption Agreement, duly executed copy of the Assignment and Assumption of Intangibles Agreementby Buyer; (d) a The Assignment, Assumption and Release Agreements (as defined in Section 5.13), duly executed copy of the U.S. Transition Services Agreementby Buyer; (e) a duly A certificate, executed copy by an authorized officer of Buyer, dated the Name License AgreementClosing Date, certifying as to the matters described in Sections 6.2(a) and (b)] hereof; (f) A certificate or certificates dated of the Closing Date and signed on behalf of the Buyer by an authorized officer (i) stating that (A) the copy of Buyer's certificate of formation is true, correct and complete, (B) no amendment to such certificate of formation has occurred since the date of the last amendment annexed (such date to be specified), (C) a duly executed true and correct copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor relevant provisions of Buyer's operating agreement or similar agreement, if any, with respect to the power and authority of the Sellers in Buyer to effect the form attached hereto as Exhibit 2.8(g) (transactions contemplated hereby and the “Promissory Note”) pursuant authority of the officers or other representatives of the Buyer to which Buyer agrees to pay Sellers execute, deliver and perform the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements other documents contemplated hereby, as in effect on the date thereof and agrees to be bound by at all times since the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy adoption of the resolutions adopted by the Managing Member referred to in clause (as defined in the Buyer’s Operating Agreementii) of Buyer this paragraph is annexed to such certificate, (ii) the resolutions by Buyer's governing body and by Buyer's members, to the extent 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 (iii) setting forth Buyer's incumbent officers on such certificate or certificates; (g) An Assignment and Assumption Agreement of the Collective Bargaining Agreement among the Union, Seller and Buyer, in form acceptable to Buyer and Seller, duly executed by the Union and the Buyer; (h) A Guaranty in the form attached as Exhibit 7.2(h) ("Guaranty"), duly executed by Lionheart Holdings LLC ("Parent"); and (ni) a copy of the resolutions adopted All other documents, instruments or writings required or reasonably requested to be delivered by the Board of Directors of Buyer at or prior to the Managing Member of Buyer authorizing the Buyer, Closing pursuant to execute, deliver and perform this AgreementAgreement or otherwise required in connection herewith.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in deliver to Seller the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (a) Cash the payment described in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above2.3.2; (b) a duly executed copy Certificate of Good Standing of Buyer dated within ten (10) Business Days of the Assignment and Assumption AgreementClosing Date issued by the Secretary of State of the State of Nebraska; (c) a duly executed copy Certificate of Good Standing of Parent dated within ten (10) Business Days of the Assignment and Assumption Closing Date issued by the Secretary of Intangibles AgreementState of the State of Delaware; (d) a duly certificate of the Secretary of Buyer dated the Closing Date certifying (i) the adoption of resolutions of the Board of Directors of Buyer authorizing the transactions contemplated by this Agreement, (ii) the incumbency and signatures of those officers of Buyer that executed this Agreement and any documents or agreements related to the Closing, and (iii) a true and correct copy of the U.S. Transition Services AgreementCharter Documents of Buyer in effect on the Closing Date, all in form and substance reasonably satisfactory to Seller; (e) a duly certificate of the Secretary of Parent dated the Closing Date certifying (i) the adoption of resolutions of the Board of Directors of Parent authorizing the transactions contemplated by this Agreement, (ii) the incumbency and signatures of those officers of Parent that executed this Agreement and any documents or agreements related to the Closing, and (iii) a true and correct copy of the Name License AgreementCharter Documents of Parent in effect on the Closing Date, all in form and substance reasonably satisfactory to Seller; (f) a duly executed copy A certificate of an executive officer of Buyer dated the Lease Assignment AgreementClosing Date certifying that the conditions to Seller's obligations to consummate the transactions contemplated by this Agreement set forth in Section 8.2 have been satisfied; (g) a the Registration Rights Agreement duly executed promissory note in favor of the Sellers by Parent and Buyer, in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinin Exhibit B hereto, and any related documents or instruments necessary for the issuance of the Common Stock to Seller including amendments which may be required to Buyer's Charter Documents (if any); (h) a the Pledge Agreement duly executed guarantee by Buyer, in the form attached hereto as set forth in Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”);C hereto; and (i) Such other documents, instruments and certificates as Seller may reasonably request in connection with the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) transactions contemplated by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by provided that such documents shall be in form and substance acceptable to Buyer; and (n) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Agreement.

Deliveries by Buyer. At or prior to the Closing, Buyer shall deliver, and in deliver or cause to be delivered to Sellers the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (ai) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), Purchase Price by wire transfer of immediately available funds to the bank account(s) an account or accounts designated by Sellers pursuant to Section 2.6(a) aboveSellers; (bii) a duly executed copy if applicable, the Deposit Escrow Amount by release of $2,500,000 of such funds pursuant to the terms of the Assignment and Assumption Deposit Escrow Agreement; (ciii) the Preferred Stock Redemption Price; (iv) a duly executed copy of the Assignment charter of Buyer certified as of a date within 30 days of the Closing Date by the Secretary of State of the State of Delaware, and Assumption certified by the corporate secretary of Intangibles AgreementBuyer as to the absence of any amendments to such charter between the date of certification by the Secretary of State of the State of Delaware and the Closing Date; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (lv) a certificate of good standing of Buyer from the Secretary of State of Nevadathe State of Delaware as to the good standing of Buyer in Delaware, certified as of a date within ten days of the Closing Date; (mvi) a certificate of the corporate secretary of Buyer attaching thereto a true and correct copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) bylaws of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy of the resolutions adopted by of the Board of Directors of the Managing Member of Buyer authorizing this Agreement and the consummation of the transactions contemplated hereby; (vii) the Buyer, 's certificate required by Section 5.3 hereof; (viii) the opinion of counsel for Buyer required by Section 5.5 hereof; and (ix) all other previously undelivered documents required to execute, deliver and perform this Agreementbe delivered by Buyer to Seller at or prior to the Closing Date in connection with the transactions contemplated hereby as required hereunder.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, have delivered or shall cause WHF have caused ------------------- to deliver, the following be delivered to SellersSeller: (ai) Cash in true and correct copies of the amount charter documents of Twelve Million Nine Hundred Thousand Dollars Buyer, certified by the Secretary of State of the State of Delaware as of a date within five ($12,900,000)5) business days preceding the Closing Date, and true and correct copies of the bylaws of Buyer, certified as of the Closing Date by wire transfer the Secretary or any Assistant Secretary of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) aboveBuyer, respectively; (bii) a duly executed copy good standing certificate relating to Buyer from the State of the Assignment and Assumption AgreementDelaware; (ciii) a duly executed copy resolutions of the Assignment and Assumption Board of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations Directors of Buyer under authorizing the execution and delivery of this Agreement and the Ancillary Agreements and agrees to be bound performance of the transactions contemplated hereby, certified by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement Secretary or any Assistant Secretary of Buyer; (liv) a certificate Secretary's Certificate attesting to the incumbency of good standing the officers of Buyer from executing this Agreement and the Secretary of State of Nevadaother certificates and agreements delivered by Buyer at the Closing; (mv) an Officer's Certificate from Buyer attesting to the matters set forth in Section 6.3(a); -------------- (vi) instruments executed by Buyer, in form and substance reasonably satisfactory to Seller, pursuant to which Buyer assumes the Assumed Liabilities; (vii) immediately available funds in the amount contemplated by Section 2.5 to be delivered at Closing; ----------- (viii) one or more certificates representing the Maytag Shares, registered in the name of Seller; (ix) validly executed sales/use tax exemption/resale certificates for the Inventory; (x) a copy counterpart of the resolutions adopted AsureCare Agreement, duly executed by Buyer; (xi) a counterpart of the Managing Member Interim Services Agreement, duly executed by Buyer; (as defined in xii) a counterpart of the Buyer’s Operating Trademark License Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement duly executed by Buyer; and (nxiii) a copy such other and further certificates, assurances and documents as may reasonably be required by Seller in connection with the consummation of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Agreementtransactions contemplated hereby.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall or cause WHF to deliverbe delivered, the following to SellersSeller: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000)The Closing Payment, by wire transfer of immediately available funds in accordance with Seller’s instructions to the bank account(s) account of Seller as designated by Sellers pursuant Seller at least two (2) Business Days prior to Section 2.6(a) abovethe Closing Date; (b) a duly executed copy of the The Assignment and Assumption AgreementAgreements, duly executed by Buyer; (c) a duly executed copy of Evidence, in form and substance reasonably satisfactory to Seller, demonstrating that Buyer has obtained the Assignment and Assumption of Intangibles AgreementBuyer’s Required Regulatory Approvals set forth on Schedule 7.1(c)(i); (d) a duly executed copy of The Senior Notes Replacement Guarantee and the U.S. Transition Services AgreementSenior Notes Release; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound Copies, certified by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement Secretary or Assistant Secretary of Buyer; (l) a certificate , of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement, each Additional Agreement to which Buyer is a party, and all of the other agreements and instruments, in each case, to be executed, delivered and performed by BuyerBuyer in connection herewith; and (nf) Either (i) the Indemnification Agreement, the Security Agreement and the Intercreditor Agreement (if applicable as of the Closing), each duly executed by Buyer and (if applicable) the Second Lien Acquisition Debt Holders and delivered to Seller; or (ii) a copy Buyer Letter of Credit, duly executed, but in each case in accordance with Section 6.8(b); and (g) Such other permits, agreements, documents, instruments and writings as are reasonably required to be delivered by Buyer at or prior to the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, Closing Date pursuant to execute, deliver and perform this AgreementAgreement or otherwise reasonably required in connection herewith.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, the following to Sellersshall: (ai) Cash pay to each applicable holder of Company Indebtedness to be Repaid such portion thereof that is owing to such holder as set forth in the amount certificate of Twelve Million Nine Hundred Thousand Dollars ($12,900,000the Seller delivered to Buyer pursuant to Section 2.2(b)(iv), by wire transfer of immediately available funds to the bank account(s) an account or accounts designated by Sellers pursuant such holder prior to Section 2.6(a) aboveClosing; (bii) a duly executed copy of deliver to the Assignment and Assumption AgreementSeller, certificate evidencing the Buyer Shares; (ciii) deliver to the Seller, a duly certificate, dated the Closing Date and executed copy of by the Assignment and Assumption of Intangibles AgreementBuyer, certifying that the conditions to Seller’s obligation to consummate the Closing under Section 5.2(a) have been satisfied; (div) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds deliver to the account(s) designated Seller, the Stockholders’ Agreement executed by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization Compass Group Diversified Holdings LLC and Operating Agreement of Buyer; (lv) a certificate of good standing of Buyer from deliver to the Secretary of State of NevadaSeller, the Executive Employment Agreements executed by Buyer; (mvi) a copy deliver to the Seller, the Transition Services Agreement executed by Buyer; (vii) deliver to the Seller, the Sxxxxxxx Management Services Agreement executed by Buyer; (viii) deliver to Seller, copies of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver authorizing and perform approving this Agreement and the consummation of the transactions contemplated by this Agreement; and (ix) deliver to Seller, an incumbency certificate relating to each Person executing any document executed and delivered to Seller by Buyer pursuant to the terms hereof.

Deliveries by Buyer. At or prior to the ClosingClosing Date, Buyer shall deliver, and in or cause to be delivered, to Seller the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000)the Purchase Price, by wire transfer under and in accordance with the terms of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) aboveSections 2.2 and 2.3; (b) a duly executed copy certificate, signed by an authorized officer of Buyer, certifying as of the Assignment Closing Date compliance with the conditions set forth in Section 6.3(b) hereof, and Assumption Agreementany other certificates to evidence compliance with the conditions set forth in Section 6.3 as may be reasonably requested by the Seller; (c) a duly executed copy certificate, signed by an authorized officer of Buyer, certifying as of the Assignment and Assumption Closing Date the incumbency of Intangibles Agreementeach officer of such Person executing this Agreement or any other agreement, certificate, document or instrument delivered at the Closing; (d) a duly executed copy copies of corporate resolutions of Buyer, certified by an appropriate officer of Buyer as being true, complete and in effect on the Closing Date, authorizing the execution and delivery by Buyer of this Agreement and the other agreements, certificates, documents and instruments contemplated hereby, the performance by it of its obligations hereunder and thereunder and the consummation by it of the U.S. Transition Services Agreementtransactions contemplated hereby and thereby; (e) a duly executed copy of the Name License Sublicense Agreement; , the Development Agreement (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) finally negotiated pursuant to which Buyer agrees to pay Sellers Section 5.19 of this Agreement), the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Supply Agreement and the Ancillary Agreements other agreements, documents and agrees instruments referred to be bound by the terms of in Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution2.3, delivery and performance of this Agreement each duly executed by Buyer; and (nf) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Agreement.’s resale certificate

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall or cause WHF to deliverbe delivered, the following to SellersSeller: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000)The Closing Payment, by wire transfer of immediately available funds funds, in accordance with Seller's instructions to the bank account(s) account of Seller designated by Sellers pursuant Seller at least two (2) Business Days prior to Section 2.6(a) abovethe Closing Date and the Escrow Amount to the Escrow Agent, which shall have entered into the Escrow Agreement; (b) a duly executed copy of the The Assignment and Assumption AgreementAgreements, duly executed by Buyer; (c) a The Access Agreements, duly executed copy of the Assignment and Assumption of Intangibles Agreementby Buyer; (d) a The Escrow Agreement, duly executed copy of the U.S. Transition Services Agreementby Buyer; (e) a The Operational Coordination Agreement, duly executed copy of the Name License Agreementby Buyer; (f) a duly executed copy of Evidence, in form and substance reasonably satisfactory to Seller, demonstrating that Buyer has obtained the Lease Assignment AgreementBuyer's Required Regulatory Approvals set forth on Schedule 7.1(c); (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound Copies, certified by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement Secretary or Assistant Secretary of Buyer; (l) a certificate , of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement, each Additional Agreement to which Buyer is a party, and all of the other agreements and instruments, in each case, to be executed, delivered and performed by BuyerBuyer in connection herewith; (h) 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, each Additional Agreement to which Buyer is a party and the other agreements contemplated hereby; (i) A certificate contemplated by Section 7.2(f); and (nj) a copy of Such other permits, agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the resolutions adopted Closing Date pursuant to this Agreement or otherwise reasonably requested by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this AgreementSeller in connection herewith.

Deliveries by Buyer. At Buyer shall deliver to Seller at the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, the following to Sellers: (a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above; (b) a duly executed copy of the Assignment and Assumption Agreement; (c) a duly executed copy of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Preliminary Purchase Price in accordance with Section 8.12.2; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (lii) a certificate of good standing with respect to Buyer, dated within ten days of Buyer from the Closing Date, issued by the Secretary of State of Nevadathe State of Delaware and a certificate of authority with respect to Buyer, dated within ten days prior to the Closing Date, issued by the Secretary of State of North Carolina; (miii) an incumbency and specimen signature certificate, dated the Closing Date, and executed by an officer of Buyer, with respect to the officers of Buyer executing this Agreement and any other document delivered hereunder by or on behalf of Buyer; (iv) a copy of resolutions of the resolutions adopted board of directors of Buyer, certified by the Managing Member (as defined in the Buyer’s Operating Agreement) an officer of Buyer as being correct, complete and in full force and effect on the Closing Date (though not necessarily dated as of the Closing Date), authorizing (A) the executionexecution and delivery of this Agreement, delivery the Bill xx Sale, the Assumption Agreement and any other agreements executed and delivered pursuant hereto on behalf of Buyer, and (B) the performance of the obligations of Buyer hereunder and thereunder; (v) a certificate, dated the Closing Date, signed by an officer of Buyer certifying (A) except (1) as a result of the taking by any Person of any action contemplated or permitted hereby or (2) insofar as any representation or warranty relates only to any specified earlier date, all of the representations and warranties of Buyer in this Agreement by Buyer; and are true and correct in all material respects (ndetermined as more particularly provided in Section 7.4) a copy on the Closing Date, with the same force and effect as if made on and as of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Closing Date, and (B) that Buyer, to executethe extent applicable, deliver has in all material respects performed and perform this Agreement.complied with all of its covenants and agreements set forth in, and satisfied

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case deliver or cause to be delivered to Seller (or on behalf of the Guarantee, shall cause WHF to deliver, Seller) the following to Sellersitems: (a) Cash the Purchase Price (including the Escrow Deposit), less (x) the Holdback Amount, and (y) the Indebtedness Payoff Amount payable in cash by wire transfer of immediately available funds to the amount account designated by Seller; (b) $747,000.00 payable in cash by wire transfer of Twelve Million Nine Hundred Thousand Dollars immediately available funds to Hunton & Xxxxxxxx LLP in respect of the payment of all outstanding invoices due and payable by Seller and its Affiliates to Hunton & Xxxxxxxx LLP for services rendered prior to the Closing Date (the “Hunton Legal Fees”); (c) $12,900,00050,000.00 payable in cash by wire transfer of immediately available funds to Jenner & Block LLP in respect of the payment of certain outstanding invoices due and payable by Seller to Jenner & Block LLP for services rendered prior to the Closing Date (the “Jenner Legal Fees”); (d) the fee payable in cash to FBR Capital Markets & Co. pursuant to that certain letter agreement, dated as of January 29, 2010, between FBR Capital Markets & Co. and Parent, as amended to reflect a minimum fee of $500,000 for all of the transactions referenced therein (the “FBR Fees”), by wire transfer of immediately available funds to the bank account(s) an account designated by Sellers pursuant to Section 2.6(a) aboveFBR Capital Markets & Co.; (be) the Holdback Amount to the Escrow Agent in accordance with Section 3.05. (f) a duly executed copy certificate of the Manager of Buyer certifying, as complete and accurate as of the Closing, to (i) the attached copies of the Governing Documents of Buyer, (ii) the resolutions or actions of the board of managers approving the execution and delivery of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated under this Agreement and the other Buyer Transaction Documents and (iii) the incumbency and signatures of the officers or managers, as applicable, of Buyer executing this Agreement and the other Buyer Transaction Documents; (g) a certificate as to the good standing of Buyer issued within ten (10) days of the Closing Date by the appropriate Governmental Authorities within the jurisdiction where Buyer is organized; (h) a certificate of the Chief Executive Officer (or other comparable title) of Buyer, dated as of the Closing Date, certifying that the conditions set forth in Section 8.01 and Section 8.02 have been satisfied; (i) a counterpart to each of the Assignment and Assumption Agreement; (c) a duly executed copy , the Xxxx of Sale, the Holdback Escrow Agreement, Intellectual Property Assignments, the Consulting and Transition Services Agreement, the Asset Management Agreement, the Lease Assignment and Assumption of Intangibles Agreement; (d) a , the Guarantee, the Management Agreement Amendments, the Management Agreement Letter Agreement, the Subcontract Agreement, the License Agreement, and the Buyer Guaranty each duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (nj) a copy of such other documents and instruments as Seller shall reasonably request to consummate or evidence the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Agreementtransactions contemplated hereby.

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall deliver to cause WHF to deliver, the following to Sellersbe delivered: (a) Cash to Seller, the Estimated Closing Consideration to the account(s) designated in the amount Funds Flow Memorandum, by wire transfer of Twelve Million Nine Hundred Thousand Dollars immediately available funds; ($12,900,000b) to Seller, the Escrow Agreement, duly executed by the Escrow Agent and Xxxxx; (c) to Seller, the Standstill Agreement, duly executed by Xxxxx; (d) to Seller, duly executed counterpart signature pages to any other transaction documents to which Buyer (or the Company) is a party, including the Xxxxx Employment Agreement and the Shared Services Agreement; (e) to Seller, a good standing certificate for Buyer from the Secretary of State of the State of Delaware; (f) on behalf of Seller and its Affiliates, all amounts necessary to discharge the Seller Transaction Expenses and Indebtedness (in each case, as specified in the Funds Flow Memorandum by Seller), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above; (b) a duly executed copy of the Assignment and Assumption Agreement; (c) a duly executed copy of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds funds, to the account(s) designated by Sellers pursuant on the Funds Flow Memorandum; provided, that any amounts attributable to Section 2.6(a) above;Unpaid Pre-Closing Taxes and Deferred Payroll Taxes included in Indebtedness, and any amounts attributable to Transaction Bonuses (if any), shall be delivered to the Company. (kg) to Seller, a certified copy of certificate signed by the Articles of Organization and Operating Agreement Secretary or other authorized officer of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of , certifying the resolutions duly adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) board of managers of Buyer authorizing approving the execution, delivery and performance of this Agreement by Buyerand the consummation of the transactions contemplated hereby and that such resolutions have not been amended and remain in full force and effect; (h) to Seller, duly executed Parent Guaranty; and (ni) a copy deposit the Contingency Escrow Amount and the Indemnity Escrow Amount by wire transfer of immediately available funds into the escrow account controlled by the Escrow Agent, to be released, if at all, pursuant to the terms of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Escrow Agreement.

Deliveries by Buyer. At the Closing, Buyer and/or its nominee(s) shall deliver, and in deliver to Seller the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (a) the Cash Portion of the Purchase Price, subject to the Closing Date Adjustment provided for in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000)Section 2.03, payable in cash by wire transfer of immediately available funds to the such bank account(s) designated by Sellers pursuant to Section 2.6(a) aboveaccount or accounts as Seller may specify; (b) a duly executed copy of certificate representing the Assignment and Assumption AgreementWarrants; (c) a duly executed copy of the Assignment and Assumption of Intangibles AgreementNote; (d) a duly executed copy guaranty of payment of the U.S. Transition Services AgreementNote by MediSolution, Ltd.; (e) a duly executed copy of the Name License Agreement;Seller's Note marked "Paid in Full," (f) a duly executed copy UCC 3 termination statements releasing Buyer's liens on certain assets of the Lease Assignment AgreementSeller in connection with Seller's Note; (g) a the Assignment and Assumption Agreement, dated the Closing Date and duly executed promissory note in favor by an authorized officer of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinBuyer; (h) a duly executed guarantee in certificate or certificates dated the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations Closing Date and signed on behalf of Buyer under this Agreement by its Secretary to the effect that (A) (1) the copy of Buyer's charter attached to the certificate is true, correct and complete, (2) no amendment to Buyer's charter has occurred since the Ancillary Agreements and agrees date of the last amendment annexed (such date to be bound by the terms specified and a copy of Section 5.11 hereof such articles as amended, to be annexed to such certificate), (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k3) a certified true and correct copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing by-laws or similar organization documents of Buyer from as in effect on the Secretary of State of Nevada; (m) a copy date thereof and at all times since the adoption of the resolutions adopted by the Managing Member referred to in clause 4 is annexed to such certificate, and (as defined in the Buyer’s Operating Agreement4) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and (n) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyeractions taken and authorizing the officers of Buyer to execute all documents and instruments to be executed and delivered in connection with the purchase of the Acquired Assets and the Business, to execute, deliver including the execution and perform delivery of this Agreement., were duly adopted and continue in force and effect (a copy of such resolutions to be annexed to such certificate); (B) Buyer's officer executing this Agreement and the documents executed and delivered pursuant to or in connection with this Agreement is an incumbent officer of Buyer and that the specimen signature on such certificate or certificates is his or her genuine signature; and

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, the following to Sellersor Holding shall: (a) Deliver to Selling Shareholders the Cash Purchase Price in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to and in the bank account(s) designated by Sellers pursuant to Section 2.6(a) abovemanner set forth on Schedule 3.04; (b) a duly executed copy of Deliver to the Assignment and Assumption AgreementBuyer’s Australian Lawyers share certificates representing the Restricted Shares (or irrevocable instructions in relation to the Restricted Shares in accordance with Section 2.07) or the Retained Purchase Price in accordance with Section 2.09; (c) a duly executed copy of Deliver to Selling Shareholders and Asset Seller the Assignment various certificates and Assumption of Intangibles Agreementdocuments referred to in Section 8.03 below; (d) Deliver to Selling Shareholders and Asset Seller a duly executed copy certificate of the U.S. Transition Services Agreement; (e) a duly executed copy Secretary or an Assistant Secretary of the Name License Agreement; (f) a duly executed copy each of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory NoteHolding and Buyer certifying”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement of Buyer; (l) a certificate of good standing of Buyer from the Secretary of State of Nevada; (m) a copy copies of the resolutions adopted by of the Managing Member (as defined in applicable board of directors authorizing the Buyer’s Operating Agreement) purchase of Buyer authorizing the Shares and Purchased Assets and the execution, delivery and performance of this Agreement by Buyerand the transactions contemplated hereby and attesting that such resolutions were adopted and are in full force and effect without amendment or modification at Closing; and (nii) a copy incumbency of the resolutions adopted by officers of Holding and Buyer who execute this Agreement or any document or instrument to be delivered pursuant hereto; (e) Deliver to Selling Shareholders and Asset Seller evidence or copies of any consents, approvals, orders, qualifications, or waivers required pursuant to Section 8.01 below; (f) Cause Bushmans to pay the Board Asset Purchase Price; (g) Pay or cause to be paid the balances at Closing of Directors of those liabilities included in the Managing Member of Buyer authorizing Management Accounts as Interest Bearing Debt; and (h) Deliver the Buyer, Excluded Assets to execute, deliver and perform this Agreementthe Selling Shareholders (or as they direct) as stated in Section 7.10(c).

Deliveries by Buyer. At or before the Closing, Buyer shall deliver, and in deliver to Seller the case of the Guarantee, shall cause WHF to deliver, the following to Sellersfollowing: (ai) Cash The Purchase Price payable at the Closing in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) aboveand manner set forth in Sections 2.2 and 2.3; (bii) a duly executed copy of the Assignment and Assumption Agreement; (c) a duly executed copy of the Assignment and Assumption of Intangibles AgreementContracts and Leases in a form reasonably acceptable to Buyer and Seller; (diii) the Assumption Agreement in a duly executed copy of the U.S. Transition Services Agreementform reasonably acceptable to Buyer and Seller; (eiv) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers Network Services Agreement substantially in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth thereinEXHIBIT A; (hv) the opinion of Hogax & Xartxxx X.X.P. in a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant reasonably acceptable to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”)Seller; (ivi) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy copies of the Articles resolutions of Organization and Operating Agreement the board of directors of Buyer; (l) a certificate of good standing of Buyer from , certified by the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (Buyer as defined being correct and complete and then in the Buyer’s Operating Agreement) of Buyer full force and effect, authorizing the execution, delivery and performance of this Agreement and of the Buyer Documents, and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of Buyer signed by the Chairman, the President or an Executive Vice President of Buyer certifying to the fulfillment of the conditions identified in Section 7.2(a) and (b); (viii) a certificate signed by the Secretary or an Assistant Secretary of Buyer as to the incumbency of the officers of the Buyer executing this Agreement or any of the Buyer Documents on behalf of Buyer; and (nix) a copy of such other certificates, instruments, opinions or documents as Seller may reasonably request in order to effect and document the resolutions adopted transactions contemplated by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Agreement, including all appropriate licensing and other agreements between Seller and Buyer as contemplated by Section 2.1(c)(ii).

Deliveries by Buyer. At the Closing, Buyer shall deliver, and in will deliver the case of the Guarantee, shall cause WHF to deliver, the ------------------- following to SellersSeller: (a) Cash in The Purchase Price and the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000payable by Buyer pursuant to Section 10.2(a), in each case by wire the interbank transfer of immediately available funds to the bank account(s) an account designated by Sellers pursuant Seller prior to Section 2.6(a) abovethe Closing Date; (b) a duly executed copy Certified copies of the Assignment and Assumption Agreement; (c) a duly executed copy of the Assignment and Assumption of Intangibles Agreement; (d) a duly executed copy of the U.S. Transition Services Agreement; (e) a duly executed copy of the Name License Agreement; (f) a duly executed copy of the Lease Assignment Agreement; (g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein; (h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”); (i) the officer’s certificate required under Section 8.1; (j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above; (k) a certified copy of the Articles of Organization and Operating Agreement resolutions of Buyer; (l) a certificate 's board of good standing of Buyer from the Secretary of State of Nevada; (m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer directors authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (c) Certified copies of resolutions of the board of directors of BWAY Corporation authorizing and approving the execution, delivery and performance of the BWAY Parent Guarantee; (d) The certificates and opinion contemplated by BuyerSections 4.4 and 4.5 hereof and a certificate of the Secretary or Assistant Secretary of Buyer (and BWAY Corporation) as to (i) the incumbency of the officer(s) of Buyer (and BWAY Corporation) (who may be such Secretary or Assistant Secretary) executing this Agreement (or the BWAY Parent Guarantee) and the other agreements contemplated hereby and (ii) the certificate of incorporation and by-laws of Buyer (and BWAY Corporation); (e) The Transition Services Agreement, the Supply Agreement, and the Escrow Agreement; (f) The guarantee of BWAY Corporation in the form attached hereto as Exhibit 3.3(f) (the "BWAY Parent Guarantee"); --------------------- (g) instruments of assumption and certificates of insurance with respect to the Assumed Liabilities, in form and substance reasonably satisfactory to Seller to the extent consistent with the terms of this Agreement; and (nh) a copy of All other documents, instruments and writings required to be delivered by Buyer at or prior to the resolutions adopted Closing Date pursuant to this Agreement or otherwise reasonably requested by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this AgreementSeller in connection herewith.