Common use of Deliveries by Sellers Clause in Contracts

Deliveries by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer the following: (a) A counterpart to the assignment of limited liability company interests conveying the El Dorado LLC Interests to Buyer, substantially in the form of Exhibit E attached hereto (the “El Dorado Assignment”), duly executed by Frontier El Dorado. (b) A counterpart to the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne. (c) The original minute books, company books and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets. (l) To the extent applicable, assignment documents, duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement). (m) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code.

Deliveries by Sellers. At the Closing, Sellers shall deliver, will deliver or cause to be delivered, delivered to Buyer Buyers the followingfollowing items: (a) A counterpart to the assignment a xxxx of limited liability company interests conveying the El Dorado LLC Interests to Buyer, sale in substantially in the form of attached as Exhibit E attached hereto C (the “El Dorado Xxxx of Sale”) duly executed by Ferro; (b) an assignment and assumption agreement in substantially the form attached as Exhibit D (the “Assignment and Assumption Agreement”) duly executed by Ferro; (c) subject to Section 4.04, the Spain Transfer Agreement in substantially the Form of Exhibit E, duly executed by Ferro Spain; (d) with respect to the Illinois Lease, an assignment and assumption of lease in substantially the form attached as Exhibit F (the “Lease Assignment”) duly executed by Ferro; (e) a lease and shared services agreement pursuant to which ASI Spain will lease a portion of Sellers’ real property located in Xxxxxxxxx, Spain in substantially the form attached as Exhibit G (the “Spain Lease”), duly executed by Frontier El Dorado.Ferro Spain; (bf) A counterpart to the an Intellectual Property assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer in substantially in the form of attached as Exhibit F attached hereto H (the “Cheyenne IP Assignment”) duly executed by Ferro, transferring the Sold Intellectual Property to ASI; (g) a transition services agreement in substantially the form attached as Exhibit I (the “TSA”) duly executed by Sellers; (h) limited or special warranty deeds in recordable form, or if such are not customary in the jurisdiction where the applicable Sold Real Property is located, then deeds customarily delivered in the applicable jurisdiction in connection with asset transactions similar to the transaction contemplated by this Agreement, and generally in the forms attached as Exhibit J, conveying the Sold Real Property to ASI as required in this Agreement (collectively, the “Deeds”), duly executed by Frontier Cheyenne.Ferro; (ci) The original minute books, company books and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Escrow Agreement, duly executed by the applicable Seller and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado.Sellers; (j) A counterpart a certificate of good standing of Ferro, issued by the Secretary of State of the Sixth Amended and Restated Omnibus Agreement substantially in State of Ohio, dated as of the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities).most recent practicable date; (k) Evidence in form a certificate, dated the Closing Date and substance reasonably satisfactory to Buyer signed by a duly authorized officer of each Seller, that each of the release conditions set forth in Section 10.02(a) and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets.Section 10.02(b) has been satisfied; (l) To a certificate of the extent applicable, assignment documents, Secretary or Assistant Secretary (or equivalent officer) of Ferro certifying that (i) attached thereto are true and complete copies of all resolutions duly executed adopted by the applicable SellerBoard of Directors of Ferro authorizing the execution, assigning each delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Permits held by such Seller which are assignable by such Seller transactions contemplated hereby and thereby and (ii) identifying the name and title and bearing the signatures of the officers of Ferro authorized to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput execute this Agreement and Cheyenne Throughput Agreement).the Ancillary Agreements; (m) A properly executed certificatea certificate of the Secretary or Assistant Secretary (or equivalent officer) of Ferro Spain certifying that (i) attached thereto are true and complete copies of all resolutions duly adopted by the Board of Directors of Ferro Spain authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and (ii) identifying the name and title and bearing the signatures of the officers of Ferro Spain authorized to execute this Agreement and the Ancillary Agreements; (n) evidence that the Lien Release has been effected such that Sellers can deliver title to the Sold Assets free and clear of any Encumbrances other than, in the form prescribed by Treasury regulations under Section 1445 case of the CodeSold Real Property, stating Permitted Encumbrances; (o) copies of the consents identified on Schedule 4.02(o); (p) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) Ferro is not a “foreign person” person within the meaning of Section 1445 of the Code., duly executed by Ferro; (q) a fully effective assignment to ASI of the Environmental Insurance Policy naming ASI as a named insured; and (r) receipts evidencing payment of the Purchase Price (minus the Escrow Amount) (including separate receipt of payment by Ferro Spain for the Spanish Assets)

Deliveries by Sellers. At the Closing, Sellers shall deliver, will deliver or cause to be delivered, delivered to Buyer Purchaser (unless delivered previously) the following: (a) A counterpart to the Approval Order; (b) a duly executed xxxx of sale and assignment of limited liability company interests conveying the El Dorado LLC Interests to Buyer, and assumption agreement substantially in the form of Exhibit E attached hereto as Exhibit A (the “El Dorado AssignmentAssignment and Assumption Agreement”), ; (c) a duly executed by Frontier El Dorado. (b) A counterpart to the trademark assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer agreement substantially in the form of Exhibit F attached hereto as Exhibit B (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne. (c) The original minute books, company books and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Trademark Assignment Agreement”), duly executed by the Frontier Cheyenne.applicable Seller; (d) a duly executed power of attorney substantially in the form attached hereto as Exhibit C (the “Power of Attorney”); (e) an affidavit from Seller, sworn under penalty of perjury and dated as of the Closing Date, in form and substance satisfactory to Purchaser, issued pursuant to Section 1445 of the Code and the Treasury regulations thereunder stating that Seller is not a foreign person as defined in Section 1445 of the Code; (f) in the event that any Real Property Lease is set forth on Schedule 2.1(a) on the date that is two (2) Business Days prior to the Closing Date, a duly executed assignment and assumption agreement substantially in the form attached hereto as Exhibit D with respect to each such Real Property Lease (the “Leased Real Property Assignment Agreements” and, together with the Assignment and Assumption Agreement, the Trademark Assignment Agreement and the Leased Real Property Assignment Agreements, the “Conveyance Agreements”); (g) a duly executed counterpart to the Transition Services Agreement (if requested by Purchaser and to the extent administratively feasible); (h) a duly executed counterpart to the Sales Tax Funding Commitment; and (i) A counterpart of all other documents, assignments, instruments and writings reasonably requested by Purchaser to be delivered by Seller at or prior to the Lease and Access Agreement (El Dorado) substantially Closing pursuant to this Agreement, in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence case in form and substance reasonably satisfactory acceptable to Buyer of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado AssetsSellers. (l) To the extent applicable, assignment documents, duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement). (m) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code.

Deliveries by Sellers. At the Closing, Sellers shall deliver, deliver or cause to be delivered, delivered to Buyer the followingfollowing items: (a) A counterpart to the assignment Nashville Sub-Lease, duly executed by Xxxx; (b) the Nashville Sub-Sub-Lease, duly executed by the Seller party thereto; (c) the Real Estate Conveyances, each duly executed by the Seller party thereto; (d) the Seller Leases, if any, each duly executed by the Seller party thereto; (e) the Real Estate Lease Assignments, each duly executed by the Seller party thereto; (f) the Xxxx of limited liability company interests conveying the El Dorado LLC Interests to BuyerSale, duly executed by each Seller; (g) such assignments, substantially in the form forms of Exhibit E attached hereto Exhibits X-0, X-0 and B-3 hereto, as are necessary to effectuate the transfer of the Acquired Intellectual Property listed on Schedule 1.1(i) (the “El Dorado Assignment”"IP Assignments"), each duly executed by the applicable Seller; (h) the IP Licenses, duly executed by Frontier El Dorado.the applicable Sellers; (bi) A counterpart to the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne. (c) The original minute books, company books and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Branford Access Agreement, duly executed by the applicable Seller and HollyFrontier.Seller; (ej) A counterpart of Cheyenne Throughput the Share Ownership Agreement, duly executed by the applicable Seller and HollyFrontier.Designee; (fk) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Subordination Agreement”), duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets.Xxxx; (l) To subject to Section 7.15, the extent applicableSupply Agreements, assignment documents, each duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement).; (m) A properly the Replacement Leases, each duly executed certificateby the Seller party thereto and the lessor party thereto; (n) the Transition Services Agreements, each duly executed by Xxxx; (o) such other documents, instruments of sale, transfer, conveyance and assignment as Buyer shall reasonably require to vest Sellers' right, title and interest in and to the Acquired Assets in Buyer; (p) evidence satisfactory to Buyer that Sellers have obtained the Consents listed on Schedule 4.2(p); (q) copies of the resolutions of the Board of Directors of each Seller authorizing this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, certified by the secretary or other appropriate officer of such Seller; (r) legal opinions from Dana's law department and Dana's outside counsel substantially in the form prescribed by Treasury regulations under of Exhibits C-1 and C-2; and (s) the certificate from Sellers referred to in Section 1445 of the Code, stating that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code9.3(c).

Deliveries by Sellers. At the Closing, Sellers Sellers, at Sellers’ sole cost, shall deliver, deliver or cause to be delivered, delivered to Buyer the followingapplicable Purchaser or Purchasers the following items: (a) A counterpart to Possession of the assignment Mining Reserves and the Purchased Assets, including the real estate documents for the Oxbow Mine located at NACC’s Bismarck, North Dakota office and the geological data for the Oxbow Mine located at NACC’s warehouse in Dallas, Texas; (b) An original of limited liability company interests conveying the El Dorado LLC Interests to Buyera contribution agreement, substantially in the form of Exhibit E attached hereto (the “El Dorado Assignment”)C-1, duly executed by Frontier El Dorado. RRMC and OLC (b) A counterpart to the assignment “RRMC Contribution Agreement”), and an original of limited liability company interests conveying the Cheyenne LLC Interests to Buyer a contribution agreement, substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”)C-2, duly executed by Frontier Cheyenne.NACC, RRMC and OLC (the “NACC Contribution Agreement”); (c) The An original minute books, company books of an assignment and membership registers for assumption of Leases with respect to the Companies. (d) A counterpart of El Dorado Throughput Agreement, duly executed Leases set forth on Schedule 4.8 conveyed by the applicable Seller and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart of the Site Services Agreement (Cheyenne) RRMC to OLC substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”)D, duly executed by Frontier Cheyenne.RRMC and OLC (the “Lease Assignment”); (gd) A counterpart An original of a warranty deed with respect to the Site Services Agreement parcels of Owned Real Property conveyed by RRMC to OLC (El Dorado) other than such property described in Schedule 4.6(d)), substantially in the form of Exhibit H attached hereto (E-1, and an original of a special warranty deed with respect to the “El Dorado Site Services Agreement”)parcels of Owned Real Property described in Schedule 4.6(d) conveyed by RRMC to OLC, duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”)E-2, each duly executed by RRMC and OLC (collectively, the Frontier Cheyenne.“Real Property Deeds”); (ie) A counterpart An original of an assignment of membership interests with respect to the Lease OLC Interests in favor of each of CLECO and Access Agreement (El Dorado) SWEPCO substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”)F, duly executed by NACC and RRMC (the Frontier El Dorado.“Interests Assignment Agreement”); (f) An original of a xxxx of sale to DHLC, in substantially the form of Exhibit G, duly executed by RRMC (the “Xxxx of Sale”); (g) An original of an assignment and assumption agreement with DHLC, in substantially the form of Exhibit H, duly executed by RRMC (the “Assets Assignment Agreement”); (h) An original of an act of sale with respect to all buildings, fixtures and other improvements located on the Real Property, in substantially the form of Exhibit I, duly executed by RRMC (the “Improvements Deed”); (i) Each of the Consents required to be obtained by Sellers set forth on Schedule 3.2(i) (the “Seller Consents”); (j) A counterpart Written resignations of the Sixth each officer of OLC set forth on Schedule 3.2(j); (k) The original company record books of OLC, including an original executed Amended and Restated Omnibus Limited Liability Company Agreement of OLC substantially in the form of Exhibit J, duly executed by NACC and RRMC; (l) An original of the Consulting Agreement, duly executed by NACC; (m) An original of the Surface Use Agreement, duly executed by RRMC; (n) An original of a letter of credit, substantially in the form of Exhibit K attached hereto and with such other changes as may be reasonably required by the Issuing Bank, in the stated amount of Four Million One Hundred Fifty Thousand Dollars ($4,150,000) and expiring 364 days after the “Restated Omnibus Agreement”Closing Date (subject to renewal or replacement in accordance with Section 10.9(a)), duly executed by HollyFrontier and each applicable subsidiary the Issuing Bank (the “Letter of HollyFrontier (excluding the HEP EntitiesCredit”).; (ko) Evidence An original of a mine permit transfer agreement, substantially in the form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets. (l) To the extent applicable, assignment documentsExhibit L, duly executed by RRMC and OLC (the applicable “Mine Permit Transfer Agreement”); (p) An original of a Closing statement (the “Closing Statement”), reflecting the total amount payable by each Purchaser to Sellers at Closing pursuant to Section 2.6, duly executed by Sellers; (q) A certificate of the Secretary of State of the jurisdiction of incorporation or formation, as applicable, as to the good standing of each Seller in such jurisdiction dated within 15 days of the Closing Date; (r) A certificate of the Secretary of each Seller, assigning each given by him or her on behalf of the Permits held delivering Seller and not in his or her individual capacity, certifying as to (i) such Seller’s certificate of incorporation and bylaws, in the case of NACC, or such Seller’s articles of organization and limited liability company agreement, in the case of OPC, or the Joint Venture Agreement, in the case of RRMC, and (ii) resolutions duly adopted by the Board of Directors of such Seller, in the case of NACC, by the Board of Managers of such Seller, in the case of OPC, or by NACC and OPC as joint venturers of RRMC, authorizing the execution and delivery of this Agreement by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under and its performance of the El Dorado Throughput Agreement and Cheyenne Throughput Agreement).transactions contemplated hereby; (ms) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HollyFrontier (the non-foreign person from whom affidavit for each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within that complies with the meaning requirements of Section 1445 of the Code; and (t) Such other documents and instruments as Purchasers reasonably request, including vehicle titles, to consummate the transactions contemplated hereby.

Deliveries by Sellers. At the Closing, Sellers shall deliver, deliver or cause to be delivered, delivered to Buyer the followingfollowing items: (a) A counterpart to the assignment Nashville Sub-Lease, duly executed by Xxxx; (b) the Nashville Sub-Sub-Lease, duly executed by the Seller party thereto; (c) the Real Estate Conveyances, each duly executed by the Seller party thereto; (d) the Seller Leases, if any, each duly executed by the Seller party thereto; (e) the Real Estate Lease Assignments, each duly executed by the Seller party thereto; (f) the Xxxx of limited liability company interests conveying the El Dorado LLC Interests to BuyerSale, duly executed by each Seller; (g) such assignments, substantially in the form forms of Exhibit E attached hereto Exhibits X-0, X-0 and B-3 hereto, as are necessary to effectuate the transfer of the Acquired Intellectual Property listed on Schedule 1.1(i) (the “El Dorado Assignment”"IP ASSIGNMENTS"), each duly executed by the applicable Seller; (h) the IP Licenses, duly executed by Frontier El Dorado.the applicable Sellers; (bi) A counterpart to the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne. (c) The original minute books, company books and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Branford Access Agreement, duly executed by the applicable Seller and HollyFrontier.Seller; (ej) A counterpart of Cheyenne Throughput the Share Ownership Agreement, duly executed by the applicable Seller and HollyFrontier.Designee; (fk) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Subordination Agreement”), duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets.Xxxx; (l) To subject to Section 7.15, the extent applicableSupply Agreements, assignment documents, each duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement).; (m) A properly the Replacement Leases, each duly executed certificateby the Seller party thereto and the lessor party thereto; (n) the Transition Services Agreements, each duly executed by Xxxx; (o) such other documents, instruments of sale, transfer, conveyance and assignment as Buyer shall reasonably require to vest Sellers' right, title and interest in and to the Acquired Assets in Buyer; (p) evidence satisfactory to Buyer that Sellers have obtained the Consents listed on Schedule 4.2(p); (q) copies of the resolutions of the Board of Directors of each Seller authorizing this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, certified by the secretary or other appropriate officer of such Seller; (r) legal opinions from Dana's law department and Dana's outside counsel substantially in the form prescribed by Treasury regulations under of Exhibits C-1 and C-2; and (s) the certificate from Sellers referred to in Section 1445 of the Code, stating that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code9.3(c).

Deliveries by Sellers. At the Closing, Sellers shall will deliver, or cause to be delivered, to Buyer the followingBuyer: (a) A counterpart to the assignment of limited liability company interests conveying the El Dorado LLC Interests to Buyer, substantially in the form of Exhibit E attached hereto (the “El Dorado Assignment”), duly executed by Frontier El Dorado. (b) A counterpart to the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne. (c) The original minute books, company books and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Escrow Agreement executed by Sellers; (El Doradoii) substantially in certificates representing the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”)Shares, duly executed endorsed by the Frontier El Dorado.each Seller (as to such Seller’s Shares) for transfer to Buyer; (jiii) A counterpart of a receipt for the Sixth Amended and Restated Omnibus Purchase Price less the Escrow Amount; (iv) a receipt from the Escrow Agent for the Escrow Amount; (v) an Employment Agreement substantially in the form of Exhibit K attached hereto as Exhibit D executed by Xxx (the “Restated Omnibus Xxx Employment Agreement”), duly ; (vi) the Maintenance Facility Purchase Agreement executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding Xxxxxx Family Limited Partnership I, LLLP together with all deliveries required to be made by the HEP Entities).Xxxxxx Family Limited Partnership I, LLLP pursuant to the Maintenance Facility Purchase Agreement; (kvii) Evidence in form and substance reasonably satisfactory to Buyer executed letter of resignation from the sole director of the release Company solely from his position as such, effective upon Closing and termination in a form acceptable to Buyer; (viii) a certificate signed by Sellers’ Representative, certifying to the fulfillment of all Encumbrances on the LLC Interests conditions specified in Section 8.1 and on the Cheyenne Assets Section 8.2; (ix) an opinion of counsel to Sellers and the El Dorado Assets.Company, dated the Closing Date, in a form reasonably acceptable to Buyer; (lx) To the extent applicable, assignment documents, duly Closing Consents; (xi) the Headquarters Lease executed by Zephyr I, LLP, a North Dakota limited liability partnership, as landlord, and the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement).Company; (mxii) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, an affidavit from each Seller stating that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is such Seller’s Shares are not a “foreign personUnited States real property interest” within the meaning of Section 1445 897(c) of the Code, dated as of the Closing Date and in form and substance required under Sections 1.897-2(h) and 1.1445-2(c) of the Treasury Regulations; (xiii) copies of (1) the termination of the Buy Sell Agreement, (2) the assignment of the NetJets Agreements, (3) the assignment of the Sellers’ Life Insurance Policies, and (4) the assignment of the Headquarters Property; and (xiv) a General Release substantially in the form attached hereto as Exhibit H executed by each of the Sellers.

Deliveries by Sellers. At the ClosingClosing and against the deliveries to be made by the Buyer pursuant to Section 9.3 hereof, Sellers shall deliver, or cause deliver the following to be delivered, to Buyer the followingBuyer: (ai) Stock certificates evidencing all the Shares, together with stock powers executed by the Seller in form and substance satisfactory to Buyer. (ii) A counterpart certified copy of resolutions of the Board of Directors and shareholders of Company authorizing the making, execution, and delivery of this Agreement and each of the agreements and instruments executed in connection herewith or delivered pursuant hereto and the consummation of the transactions contemplated hereby, together with an incumbency certificate, each of which shall be certified as true, correct and complete as of the Closing Date by the Secretary of Company; (iii) The opinion of counsel to Seller, in substantially the assignment form of limited liability company interests conveying Exhibit E hereto; (iv) All consents and approvals required as set forth in this Agreement; (v) The Employment Agreement between the El Dorado LLC Interests to Buyer, Buyer and Gxxx Xxxxxx substantially in the form of Exhibit E attached A hereto (the “El Dorado Assignment”), duly executed by Frontier El Dorado.the Buyer and Gxxx Xxxxxx; (bvi) The Employment Agreement between the Buyer and Rxxxx Xxxxx substantially in the form of Exhibit B hereto duly executed by the Buyer and Rxxxx Xxxxx; (vii) A counterpart to Non-Compete Agreement between the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer and Hxx Xxx Rxxxxx Xxxxx substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne. (c) The original minute books, company books and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Agreement, duly executed by the applicable Seller Buyer and HollyFrontier.Hxx Xxx Rxxxxx Xxxxx; (eviii) A counterpart of Cheyenne Throughput Agreement, duly executed by Non-Disclosure Agreement between the applicable Seller Buyer and HollyFrontier. (f) A counterpart each of the Site Services Agreement (Cheyenne) Employees substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne.each of the Employees and the Buyer; (gix) A counterpart Certificate signed by each of the Site Services Agreement (El Dorado) substantially Employees and Key Employee in the form of Exhibit H attached hereto (certifying that each has read and agrees to the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado.terms of the Ixxxxxx Xxxxxxx and Unauthorized Disclosures Policy of the Buyer; (hx) A counterpart Certificate signed by each of the Lease Employees and Access Agreement (Cheyenne) substantially Key Employee in the form of Exhibit I attached hereto certifying that each has read and agrees to the terms of the Code of Ethics and Disclosure Policy of the Buyer; (the “Cheyenne Lease and Access Agreement”), xi) A copy duly executed by Company of an Officers’ Certificate stating that the Frontier Cheyenne.representations and warranties of Company and Sellers set forth in this Agreement are true and correct as of the Closing Date, and that all covenants of Sellers and Company to be performed at or prior to Closing have been duly performed; (ixii) A counterpart good standing certificate with respect to Company issued by the Secretary of State for Michigan within ten (10) days prior to the Closing Date; (xiii) An Assignment from the Company to Cxxxxxxxx Xxxxxx of BayBerry Gifts business, which means the business conducted through the website located at wxx.xxxxxxxxxxxxx.xxx, not including any portion of the Lease E-Commerce System, effective prior to the Closing; (xiv) A License Agreement signed by the Company and Access Agreement (El Dorado) substantially Cxxxxxxxx Xxxxxx in the form of Exhibit J attached hereto regarding the E-Commerce System; (the “El Dorado Lease and Access Agreement”), duly executed xv) A Lock Box Agreement signed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially parties thereto in the form of Exhibit K attached hereto C; (the “Restated Omnibus Agreement”), duly xvi) A Release executed by HollyFrontier Sellers and each applicable subsidiary all employees in form of HollyFrontier (excluding the HEP Entities).Exhibit K hereto; (kxvii) Evidence in form and substance reasonably satisfactory Instruction Letter from the Sellers to Buyer Smart Online concerning the issuance of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets. (l) To the extent applicable, assignment documents, duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement). (m) A properly executed certificate, Acquisition Shares in the form prescribed by Treasury regulations under Section 1445 of Exhibit L hereto; (xviii) Restricted Securities Letter from Rxxxx Xxxxx and eBiz Brokers to the Buyer in the form of Exhibit M hereto; (xix) The written resignations of the Code, stating that HollyFrontier (the person from whom each Seller is disregarded Sellers as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 directors and corporate officers of the CodeCompany, effective upon the Closing; and (xx) Such other documents as are reasonably requested by the Buyer in connection with the consummation of the transactions contemplated hereto.

Deliveries by Sellers. At the Closing, Sellers shall deliver, will deliver or cause to be delivered, delivered to Buyer Purchaser (unless delivered previously) the following: (a) A counterpart to the assignment a Xxxx of limited liability company interests conveying the El Dorado LLC Interests to BuyerSale, Assignment and Assumption Agreement substantially in the form of Exhibit E attached hereto as Exhibit C (the “El Dorado Assignment”), duly executed by Frontier El Dorado. (b) A counterpart to the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne. (c) The original minute books, company books Assignment and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Assumption Agreement”), duly executed by Frontier Cheyenne.Sellers, and transferring those Purchased Assets as directed in writing by the Purchaser to the Sellers prior to Closing to the parties named in such direction by the Purchaser, free and clear of all Liens (other than Permitted Liens and Assumed Liabilities), except as expressly provided in this Agreement; (gb) A counterpart of the Site Services Agreement (El Dorado) duly executed statutory/limited warranty deeds substantially in the form of Exhibit H attached hereto (as Exhibit D, transferring fee simple title to the “El Dorado Site Services Agreement”)Acquired Owned Real Property to Purchaser, duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially affidavits and all other documents that are normal and customary in the form closing of Exhibit I attached hereto real estate transactions in Georgia with respect to Georgia real estate or in Alabama with respect to Alabama real estate (taking into account that Sellers are debtors-in-possession in the “Cheyenne Lease and Access Agreement”), duly executed Bankruptcy Cases) or otherwise reasonably required by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”)relevant title company, duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory to Buyer Purchaser; (c) originals (or, to the extent originals are not available, copies) of all Assumed Contracts (together with all material amendments, supplements or modifications thereto) to the extent not already located at the Acquired Owned Real Property; (d) physical possession of all of the release Purchased Assets capable of passing by delivery with the intent that title in such Purchased Assets shall pass by and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets.upon delivery; (le) To the extent applicable, assignment documents, a duly executed by assignment agreement or agreements transferring the applicable Intellectual Property Rights to Purchaser, in form and substance reasonably satisfactory to Purchaser; (f) a duly executed assignment agreement or agreements transferring Permits to Purchaser, in form and substance reasonably satisfactory to Purchaser; (g) an affidavit from each Seller, assigning each sworn under penalty of perjury and dated as of the Permits held by Closing Date, in form and substance required under the Treasury Laws issued pursuant to Section 1445 of the Code stating that such Seller which are assignable by such Seller to Buyer is not a foreign person as defined in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement). (m) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code; (h) certificates of title and title transfer documents to all titled motor vehicles included within the Purchased Assets; (i) a certificate signed by a duly authorized officer of each Seller dated the Closing Date, stating expressly certifying that HollyFrontier the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (j) such evidence as Purchaser’s counsel and/or the title company providing an owner’s policy with respect to the Acquired Owned Real Property may reasonably require as to the authority of the person or persons executing documents conveying the Acquired Owned Real Property; (k) an executed affidavit in customary form that the owners of the Acquired Owned Real Property are Georgia residents for purposes of O.C.G.A. Section 48-7-128 or that owners are otherwise exempt from whom withholding requirements of O.C.G.A. Section 48-7-128 relating to the transfer of the Georgia real properties; (l) an executed affidavit in customary form that the owners of the Acquired Owned Real Property are Alabama residents for purposes of Code of Alabama 1975 Section 4-18-86 or that owners are otherwise exempt from withholding requirements of Code of Alabama 1975 Section 4-18-86 relating to the transfer of the Alabama real property; (m) a Closing/ Settlement Statement; (n) a lease assignment agreement, duly executed by Xxxxx’x Transport, LLC, assigning the Garage Lease to Purchaser and a lease assignment agreement, duly executed by Xxxxx’x Farms, Inc., assigning the Sellers’ rights (if any) under the Bowdon Lease to Purchaser, if Purchaser desires to assume and accept such Leases in accordance with the provisions of Section 2.5 herein; (o) a certificate of the Secretary of each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within dated the meaning of Section 1445 Closing Date; attaching and certifying the resolutions of the Code.board of directors of each Seller approving the Agreement and the Transaction contemplated by the Agreement; (p) all other documents, instruments and writings reasonably requested by Purchaser to be delivered by Sellers at or prior to the Closing pursuant to this Agreement;

Deliveries by Sellers. At the Closing, Sellers shall deliver, or cause deliver to be delivered, to Buyer Purchaser and the followingapplicable Purchasing Entity: (a) A counterpart to the assignment duly executed bills of limited liability company interests conveying the El Dorado LLC Interests to Buyer, substantially sale in the form of Exhibit E attached hereto (and substance reasonably satisfactory to the “El Dorado Assignment”)Purchaser, duly executed by Frontier El Dorado.the Required Consenting Lenders and Sellers; (b) A counterpart to the duly executed assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially and assumption agreements in the form of Exhibit F attached hereto (and substance reasonably satisfactory to the “Cheyenne Assignment”)Purchaser, the Required Consenting Lenders and Sellers and duly executed by Frontier Cheyenne.assignments of the U.S. and state trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. Patent and Trademark Office and the applicable Secretary of State offices, and general assignments of all other Purchased Intellectual Property; (c) The original minute books(i) all duly executed agreements required to form, company books effectuate and membership registers for commence the Companies.activities of IP Holdco, (ii) a duly executed license among IP Holdco and New Opco and each of its Subsidiaries, pursuant to which IP Holdco grants to New Opco and each of its Subsidiaries a perpetual, worldwide license in and to all Purchased Intellectual Property owned by IP Holdco, as further set forth therein; (iii) a duly executed license among IP Holdco and New Propco and each of its Subsidiaries (other than New Opco and each of its Subsidiaries), pursuant to which IP Holdco grants to such designee a perpetual, worldwide license in and to all Purchased Intellectual Property owned by IP Holdco, as further set forth therein; and (iv) all other agreements, duly executed, that are necessary or desirable to confirm and validate the rights of New Opco, New Propco and IP Holdco with respect to their respective ownership of or right to use any Purchased Intellectual Property; (d) A counterpart special warranty or grant bargain sale deeds in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser conveying good and marketable title to the Owned Property, free and clear of El Dorado Throughput Agreementall Liens (other than Permitted Exceptions); (e) a duly executed State of Nevada Declaration of Value in the form and substance reasonably satisfactory to the Purchaser, the Required Consenting Lenders and Sellers; (f) certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; (g) an assignment and assumption agreement, in recordable form, with respect to each of the Real Property Leases, duly executed by the applicable Seller and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets.Purchaser; and (lh) To all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the extent applicable, assignment documents, duly executed by Purchased Assets to the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement)Purchasing Entity. (m) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code.

Deliveries by Sellers. At the Closing, Sellers shall deliver, or cause deliver the following to be delivered, to Buyer the followingBuyer: (a) A counterpart to the assignment a duly executed bxxx of limited liability company interests conveying the El Dorado LLC Interests to Buyer, sale substantially in the form attached hereto as Exhibit 2.7(a) (the “Bxxx of Sale”) transferring to Buyer all of the personal property owned or held by Sellers as of the Effective Date which are included in the Weider Assets free and clear of any and all material Liens, security interests and encumbrances of any nature whatsoever; (b) a duly executed instrument of assignment and assumption substantially in the form attached hereto as Exhibit E attached 2.7(b) hereto (the “El Dorado AssignmentAssignment and Assumption Agreement”)) pursuant to which Sellers will delegate to Buyer, and Buyer will assume, all of the Weider Liabilities; (c) a duly executed by Frontier El Dorado. (b) A counterpart to instrument of assignment and assumption of the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer Intangibles substantially in the form of attached hereto as Exhibit F attached 2.7(c) hereto (the “Cheyenne AssignmentAssignment and Assumption of Intangibles Agreement”), duly executed by Frontier Cheyenne. (c) The original minute books, company books and membership registers for the Companies.; (d) A counterpart of El Dorado Throughput Agreement, a duly executed by amendment to the applicable Seller services agreement for Europe substantially in the form attached hereto as Exhibit 2.7(d)(i), a duly executed distribution termination agreement between Haleko Italia srl and HollyFrontier.Weider Germany GmbH substantially in the form attached hereto as Exhibit 2.7(d)(ii) and a duly executed distribution termination agreement between Haleko Hanseatisches Lebensmittel Kontor GmbH & Co. OHG and Weider Nutrition, S.L. substantially in the form attached hereto as Exhibit 2.7(d)(iii) (collectively, the “European Agreements”); (e) A counterpart of Cheyenne Throughput Agreement, a duly executed by transition services agreement for the applicable Seller and HollyFrontier.United States substantially in the form attached hereto as Exhibit 2.7(e) (the “U.S. Transition Services Agreement”); (f) A counterpart a duly executed license agreement for the use of the Site Services Agreement (Cheyenne) Names substantially in the form of Exhibit G attached hereto as Exhibit 2.7(f) (the “Cheyenne Site Services Name License Agreement”), duly executed by Frontier Cheyenne.; (g) A counterpart a duly executed instrument of the Site Services Agreement (El Dorado) lease assignment and assumption substantially in the form of Exhibit H attached hereto as Exhibit 2.7(g) (the “El Dorado Site Services Lease Assignment Agreement”), duly executed by Frontier El Dorado.; (h) A counterpart of the Lease and Access Agreement (Cheyenne) a legal opinion substantially in the form of Exhibit I attached hereto as Exhibit 2.7(h) (the “Cheyenne Lease and Access AgreementLegal Opinion”), duly executed by the Frontier Cheyenne.; (i) A counterpart a copy of the Lease and Access Agreement (El Doradoresignation(s) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado.Rxxxxxx Xxxxx required under Section 8.6; (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”officer’s certificate required under Section 7.1(along with an incumbency certificate), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities).; (k) Evidence in form and substance reasonably satisfactory to Buyer a copy of the release resolutions adopted by the (i) Boards of Directors of each Seller and termination Selling Stockholder (other than in the case of all Encumbrances on WNI UK), in each case, authorizing the LLC Interests execution, delivery and on the Cheyenne Assets performance of this Agreement by Sellers and the El Dorado Assets.transfer and conveyance of the International Subsidiary Stock, as applicable, and (ii) the Special Committee of the Board of Directors (the “Special Committee”) recommending to the Board of Directors of WNI that the Sellers approve, execute, deliver and perform the Agreement; and certificates of the Secretary, Assistant Secretary or other authorized person of Sellers and each Selling Stockholder, as applicable, dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (l) To certified copies of the Certificate of Incorporation and the Bylaws of each Seller; (m) to the extent applicable, assignment documents, stock certificates representing all of the issued and outstanding stock of all of the International Subsidiaries together with duly executed by stock assignments separate from the applicable Seller, assigning each stock certificates in favor of Buyer; and (n) a copy of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement)Fairness Opinion. (m) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code.

Deliveries by Sellers. At the Closing, Sellers shall deliver, or cause deliver to be delivered, to Buyer the followingPurchaser: (a) A counterpart certificates of good standing of each Seller from the State of Mississippi and evidence of the qualification to do business in the State of Tennessee; (b) a true and complete copy of the certificate of formation or other governing document of Real Estate Seller and all amendments thereto, certified by the State of Mississippi, dated within five Business Days prior to the Closing Date; (c) true and complete copies of the operating agreement or similar governing documents of Real Estate Seller, certified by an authorized officer of Real Estate Seller; (d) true and complete copies of the resolutions of the board of directors (or other similar governing body) of Real Estate Seller, certified by an authorized officer of Real Estate Seller, authorizing the execution, delivery and performance of this Agreement and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby; (e) certificates from the secretary of each Seller as to the incumbency and signatures of each officer of such Seller executing this Agreement and any other documents required under this Agreement; (f) a duly executed xxxx of sale in substantially the form of Exhibit B hereto; (g) a duly executed assignment and assumption agreement in substantially the form of limited liability company interests conveying Exhibit C hereto (the El Dorado LLC Interests “Assignment and Assumption Agreement”); (h) A duly executed special warranty deed with respect to Buyer, the Purchased Real Property substantially in the form of Exhibit E attached hereto (the “El Dorado Assignment”), duly executed by Frontier El Dorado.D hereto; (bi) A counterpart to [intentionally omitted]; (j) possession of the assignment Medical Records, in the possession or control of limited liability company interests conveying the Cheyenne LLC Interests to Buyer Hospital Seller; (k) [intentionally omitted]; (l) an affidavit in substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”)E hereto, duly executed by Frontier Cheyenne.Real Estate Seller, (and any similar affidavit that may be required under state law); (cm) The original minute books, company books all instruments and membership registers documents reasonably required by the Title Company to issue a standard owner’s title insurance policy with no exceptions other than Permitted Exceptions for the Companies.Purchased Real Property; (dn) A counterpart a certificate of El Dorado Throughput Agreement, duly executed an authorized officer of each Seller certifying that each of the conditions contained in Section 8.1 has been fulfilled; (o) [intentionally omitted]; and (p) a certified copy of the Sale Order having been entered by the applicable Seller Bankruptcy Court and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreementdocketed, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory acceptable to Buyer of the release Purchaser and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado AssetsHospital Seller. (l) To the extent applicable, assignment documents, duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement). (m) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code.

Deliveries by Sellers. At the Closing, Sellers shall deliver, are delivering or cause causing to be delivered, delivered to Buyer the followingfollowing items: (a) A counterpart to the assignment one or more bills of limited liability company interests conveying the El Dorado LLC Interests to Buyer, substantially sale in the form of attached as Exhibit E attached hereto B (the “El Dorado AssignmentBills of Sale”), ) duly executed by Frontier El Dorado.Sellers; (b) A counterpart to the one or more assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially and assumption agreements in the form of attached as Exhibit F attached hereto C (the “Cheyenne AssignmentAssignment and Assumption Agreements”), ) duly executed by Frontier Cheyenne.Sellers; (c) The original minute books, company books an assignment and membership registers for the Companies. (d) A counterpart assumption of El Dorado Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart of the Site Services Agreement (Cheyenne) substantially lease in the form of attached as Exhibit G attached hereto D (the “Cheyenne Site Services AgreementLease Assignments”), duly executed by Frontier Cheyenne. (g) A counterpart for each of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”leases set forth on Schedule 2.01(k), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets. (l) To the extent applicable, assignment documents, duly executed by the applicable Seller; (d) an Intellectual Property assignment in the form attached as Exhibit E (the “IP Assignment”) duly executed by Ferro, assigning each transferring the Sold Intellectual Property to Buyer; (e) a transition services agreement in the form attached as Exhibit F (the “TSA”) duly executed by Sellers; (f) a supply agreement in the form attached as Exhibit G (the “Supply Agreement”) duly executed by Ferro Belgium; (g) a toll manufacturing agreement in the form attached as Exhibit H (the “Toll Manufacturing Agreement”) duly executed by Ferro Mexico; (h) a lease agreement in the form attached as Exhibit I, pursuant to which Buyer will lease portions of the Permits held Posnick Facility back to Ferro (the “Posnick Lease Agreement”) duly executed by Ferro; (i) limited or special warranty deeds, or if such Seller which deeds are assignable by such Seller not customary in the jurisdiction where the applicable Sold Real Property is located, then deeds customarily delivered in the applicable jurisdiction in connection with asset transactions similar to the transaction contemplated in this Agreement, and in the forms attached as Exhibit J, conveying the Sold Real Property to Buyer as required in accordance with this Agreement (collectively, the “Deeds”), and any other documents or instruments as may be reasonably necessary to transfer title to the Sold Real Property from Sellers to Buyer, each in a form reasonably acceptable to Buyer, and duly executed by Ferro; (j) a certificate of good standing of (i) Ferro, issued by the Secretary of State of the State of Ohio and (ii) Ferro Belgium, issued by the applicable Law Governmental Authority of its jurisdiction of incorporation, formation or organization, to the extent available in such jurisdiction, in each case dated as of the most recent practicable date; (except for environmental Permitsk) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Ferro certifying that (i) attached thereto are true and complete copies of all resolutions duly adopted by the Board of Directors of Ferro authorizing the execution, which are dealt with separately under the El Dorado Throughput delivery and performance of this Agreement and Cheyenne Throughput Agreement).the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and (ii) identifying the name and title and bearing the signatures of the officers of Ferro authorized to execute this Agreement and the Ancillary Agreements; (l) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Ferro Belgium certifying that (i) attached thereto are true and complete copies of all resolutions duly adopted by the Board of Directors of Ferro Belgium authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and (ii) identifying the name and title and bearing the signatures of the officers of Ferro Belgium authorized to execute this Agreement and the Ancillary Agreements; (m) A properly executed certificateevidence that the Lien Release (and any other releases of Encumbrances, other than Permitted Encumbrances, which exist on any of the Sold Assets) has been effected such that Sellers can deliver title to the Sold Assets free and clear of any Encumbrances other than Permitted Encumbrances; (n) copies of the approvals, consents and waivers identified on Schedule 4.02(n), in each case in form and substance satisfactory to Buyer and in full force and effect as of the date hereof; (o) a properly completed and executed General Information Notice (as defined under ISRA) and a properly completed and executed Remediation Certification (as defined under ISRA), both of which have been filed with NJDEP and identify Ferro as the responsible party for ISRA for the transactions contemplated by this Agreement with respect to the Bridgeport Facility and documentation that the necessary financial assurance required by ISRA has been established in connection with such Remediation Certification; (p) written evidence in a form prescribed by Treasury regulations reasonably satisfactory to Buyer that Ferro has established arrangements that satisfy its obligations with respect to establishing financial assurance under Section 1445 9.14; (q) keys and combinations in Sellers’ possession relating to the operation of the Code, stating Sold Real Property and Leased Real Property; (r) a certificate of title or other evidence of transfer for each vehicle included in the Sold Assets duly endorsed for transfer to Buyer; (s) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) Ferro is not a “foreign person” person within the meaning of Section 1445 of the Code, duly executed by Ferro; (t) a pro forma Title Policy or “marked-up” Title Commitment, signed by the Title Company, insuring Buyer’s or its nominee’s good and marketable fee simple title to the subject Sold Real Property and title to all recorded easements, if any, appurtenant to the subject Sold Real Property, free and clear of all Encumbrances (including, without limitation, any and all of the Title Company’s standard exceptions including with respect to survey matters), other than Permitted Encumbrances, together with payment of half of the premiums therefor (the other half to be Buyer’s responsibility); and (u) all real property transfer tax declarations and all affidavits and other documents required by the Title Company in connection with the issuance of the Title Policies; and (v) with respect to the Posnick Facility, a subordination, non-disturbance and attornment agreement between Ferro, Buyer, Xxxxx Fargo and GSO Capital Partners LP in a form reasonably acceptable to Xxxxx Fargo and GSO Capital Partners LP.

Deliveries by Sellers. At the Closing, Sellers shall deliver, deliver or cause procure delivery to be delivered, to Buyer the followingPurchasers of: (a) A counterpart to a certificate signed by each Seller, dated the assignment of limited liability company interests conveying the El Dorado LLC Interests to Buyer, substantially in the form of Exhibit E attached hereto (the “El Dorado Assignment”), duly executed by Frontier El Dorado. (b) A counterpart to the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne. (c) The original minute books, company books and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier. (f) A counterpart date of the Site Services Agreement Closing Date (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory to Buyer Purchasers) certifying that the conditions specified in Section 8.1 and Section 8.2 have been satisfied as of the release and termination Closing; (b) copies of all Encumbrances on third-party approvals and governmental approvals required by (c) certified copies of the LLC Interests resolutions of the board of directors of each Seller authorizing the execution, delivery and on the Cheyenne Assets performance of this Agreement and the El Dorado Assets.other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (ld) To originals (or, to the extent applicableoriginals are not available, assignment documentscopies) of all Assumed Executory Contracts (together with all amendments, supplements or modifications thereto) to the extent not already located at the Acquired Owned Real Property or an Assumed Leased Facility; (e) physical possession of all of the Acquired Assets capable of passing by delivery with the intent that title in such Acquired Assets shall pass by and upon delivery; (f) one or more bills of sale, in the form attached hereto as Exhibit E, conveying in the aggregate all of the owned personal property of Sellers included in the Acquired Assets, duly executed by Sellers; (g) one or more assignments and assumptions of the Assumed Obligations, in the form attached hereto as Exhibit F (collectively, the "Assignment and Assumption"), duly executed by the applicable Sellerrelevant Seller or Sellers; (h) duly executed Intellectual Property assignments (collectively, assigning the "Intellectual Property Assignments") in the forms attached hereto as Exhibit G each in recordable form to the extent necessary to assign such rights; (i) in respect of the equity securities or similar interests of the Foreign Subsidiaries being acquired pursuant to Section 2.1(b), (a) transfers of all the shares or other equity interests duly executed by the registered holders in favor of the Foreign Purchaser or as it may direct accompanied by the relevant share certificates (or an express indemnity in a form satisfactory to the Purchasers in the case of any certificate found to be missing) and any power of attorney under which any transfer is executed on behalf of the Company or nominee, together with irrevocable powers of attorney (in such form as the Purchasers may reasonably require) executed by each of the Permits held holders of the shares or other equity interests in favor of the Foreign Purchaser to enable the Foreign Purchaser (pending registration of the relevant transfers) to exercise all voting and other rights attaching to the shares or other equity interests, (b) such other documentation reasonably required by Purchasers to effect the transfer, sale or assignment of the stock, limited liability company interests, partnership interests or any other equity interests of the Foreign Subsidiaries and (c) all minute books and stock books of the Foreign Subsidiaries, including all such documentation required by Law; (j) an affidavit from each Seller, sworn under penalty of perjury and dated as of the Closing Date, in form and substance required under the Treasury Laws issued pursuant to Section 1445 of the Code stating that such Seller which are assignable by such Seller to Buyer is not a foreign person as defined in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement). (m) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HollyFrontier ; (k) special warranty or limited warranty deeds (as customary in the applicable jurisdiction) with respect to each Acquired Owned Real Property in form and substance reasonably satisfactory to Purchasers and Sellers; (l) an assignment and assumption of lease with respect to each of the Assumed Facility Leases in form and substance satisfactory to Purchasers and Sellers (the person from whom each Seller is disregarded "Facility Lease Assignments"); (m) certificates of title and title transfer documents to all titled motor vehicles; (n) an assignment and assumption agreement with respect to Sellers' Permits and warranties in form and substance reasonably acceptable to Purchasers and Sellers, whereby Sellers shall assign to the applicable Purchaser all of their respective rights in and to any Permits and warranties relating (directly or indirectly) to the Acquired Assets or the Business; (o) all the Books and Records; (p) such other instruments, in form and substance, reasonably satisfactory to Purchasers and their counsel, as an entity for U.S. federal income tax purposesare necessary to vest in the applicable Purchaser good and marketable title in and to the Acquired Assets in accordance with the provisions hereof; (q) is not a “foreign person” within such documentation as may be necessary to change the meaning authorized signatories on any bank accounts or powers of Section 1445 attorney relating (directly or indirectly) to the Acquired Assets; (r) evidence of the Coderequired name changes of the Sellers and their Affiliates as more fully set forth in Section 10.6 of this Agreement; (s) a certified copy of the Sale Order, in recordable form, for each Acquired Owned Real Property and each Assumed Leased Facility; and (t) such other documents or instruments as are required to be delivered by any Seller at the Closing pursuant to the terms hereof or that any Purchaser reasonably requests prior to the Closing Date to effect the transactions contemplated hereby.

Deliveries by Sellers. At the Closing, Sellers shall deliver, or cause deliver the following to be delivered, to Buyer the followingBuyer: (a) A certificates representing the Shares accompanied by stock powers duly executed in blank or other local deed and otherwise in proper form for transfer; (b) a duly executed counterpart to of the assignment of limited liability company interests conveying the El Dorado LLC Interests to Buyer, Transition Services Agreement substantially in the form of Exhibit E attached hereto as Exhibit A (the “El Dorado AssignmentTransition Services Agreement”), ; (c) a duly executed non-competition agreement in the form attached hereto as Exhibit B (the “Non-Competition Agreement”) duly executed by Frontier El Dorado.Xxx Xxxxxxxxxxx and Xxxx Xxxxxxxxxxx; (bd) A a duly executed counterpart to of the assignment of limited liability company interests conveying Escrow Agreement with Wilmington Trust Company (the Cheyenne LLC Interests to Buyer “Escrow Agent”) substantially in the form of Exhibit F attached hereto as Exhibit C (the “Cheyenne AssignmentEscrow Agreement”), duly executed by Frontier Cheyenne. (c) The original minute books, company books and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Agreement, duly executed by the applicable Seller and HollyFrontier.; (e) A counterpart of Cheyenne Throughput releases from each Seller substantially in the form attached hereto as Exhibit D (each, a “Seller Release”; and together with the Escrow Agreement and the Non-Competition Agreement, duly executed by the applicable Seller and HollyFrontier“Ancillary Agreements”). (f) A counterpart the articles of incorporation or organization or similar charter documents of each Acquired Company filed with any Governmental Entity in connection with its organization, duly certified as of a recent date by the Secretary of State or other appropriate authority of the Site Services Agreement jurisdiction of its incorporation or organization (Cheyenne) substantially if available in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”applicable jurisdiction), duly executed by Frontier Cheyenne.together with a certificate dated as of the Closing Date from the Secretary or other director, officer or responsible person of each Acquired Company to the effect that no amendments to such documents have been filed since the date referred to above; (g) A counterpart certificates dated as of a date not more than five (5) days prior to the Site Services Agreement (El Dorado) substantially Closing Date as to the good standing of each Acquired Company in the form jurisdiction of Exhibit H attached hereto such Acquired Company’s formation (where the “El Dorado Site Services Agreement”concept of good standing or its equivalent exists), duly executed by Frontier El Dorado.; (h) A counterpart of a receipt for the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne.Closing Payment; (i) A counterpart of a certificate in compliance with Treasury regulation section 1.1445-2(c)(3) certifying that the Lease and Access Agreement (El Dorado) substantially interests in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado.Acquired Companies are not U.S. real property interests; (j) A counterpart resignations from those directors of any Acquired Company as requested by Buyer at least five (5) days prior to the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities).Closing Date; (k) Evidence in form and substance reasonably satisfactory to Buyer fully executed copies of the release and termination of all Encumbrances on agreements entered into in connection with the LLC Interests and on the Cheyenne Assets and the El Dorado AssetsWireless Restructuring. (l) To the extent applicable, assignment documents, duly executed by the applicable Seller, assigning each FCPA compliance certificates from such employees of the Permits held Acquired Companies as requested by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement).Buyer; (m) A properly executed certificate, a consulting agreement between Belden and Xxxx Xxxxxxxxxxx in the a form prescribed by Treasury regulations under Section 1445 reasonably satisfactory to Buyer; (n) evidence of the Code, stating that HollyFrontier termination of PPC’s Stock Appreciation Rights Plan; (o) copies of all release letters relating to bonus agreements giving rise to the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 payment of the CodeEmployee Transaction Bonus Amount; and (p) evidence of the repayment of the Acquired Companies term loan facility with HSBC and release of all Encumbrances associated therewith.

Deliveries by Sellers. At the Closing, Sellers shall deliver, deliver or cause to be delivered, delivered to Buyer Buyers at the followingClosing: (ai) A counterpart to the assignment of limited liability company interests conveying the El Dorado LLC Interests to BuyerAn executed Assignment and Assumption Agreement, substantially in the form of Exhibit E attached hereto (the “El Dorado Assignment”), duly executed by Frontier El Dorado.C. (bii) A counterpart to the assignment An executed Bxxx of limited liability company interests conveying the Cheyenne LLC Interests to Buyer Sale, substantially in the form of Exhibit F attached hereto D. (iii) Executed Lease Agreements for each of the “Cheyenne Assignment”)Cxxxxxxx Real Estate and the Westfield Real Estate, duly substantially in the forms of Exhibit A-1 and Exhibit A-2, respectively, executed by Frontier Cheyennethe Cxxxxxxx Lessor and Rialto Lessor, respectively. (civ) The original minute books, company books and membership registers for A Subscription Agreement executed by Sellers or such other person(s) as shall be designated by Sellers to acquire the CompaniesParent Preferred Stock. (dv) A counterpart of El Dorado Throughput Agreement, duly An adoption agreement to join the Stockholders’ Agreement (which is attached thereto as Exhibit A) executed by Sellers or such other person(s) as shall be designated by Sellers to acquire the applicable Seller and HollyFrontierParent Preferred Stock. (evi) A counterpart of Cheyenne Throughput Agreement, duly An Investor Questionnaire executed by Sellers or such other person(s) as shall be designated by Sellers to acquire the applicable Seller and HollyFrontierParent Preferred Stock. (fvii) A counterpart of the Site Services Agreement (Cheyenne) Non-Competition Agreements, each substantially in the form of attached Exhibit G attached hereto (the “Cheyenne Site Services Agreement”)E, duly executed by Frontier Cheyennethe principal employees of the Sellers and their Affiliates. (gviii) A counterpart Certificates of the Site Services appropriate public officials to the effect that Sellers were validly existing corporations in good standing in their respective states of formation as of a date not more than 15 business days prior to the Closing Date. (ix) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of Sellers and certified by their Chief Executive Officer or Executive Vice President. (x) True and correct copies of the Sellers’ Certificates of Incorporation certified by the Secretary of State as of the Closing Date. (xi) Certificates of each Seller (A) setting forth all resolutions of the Directors of such Seller and the stockholders of such Seller authorizing the execution and delivery of this Agreement and the Other Agreements and the performance by such Seller of the transactions contemplated hereby and thereby, and (El DoradoB) to the effect that the Certificate of Incorporation of such Seller delivered pursuant to Section 6.3(a)(vii) was in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. (xii) The opinion of Gxxxx Xxxxxxx, legal counsel to Sellers, in substantially in the form of Exhibit H attached hereto F. (xiii) Keys for each of the “El Dorado Site Services Agreement”), duly executed by Frontier El DoradoCxxxxxxx Cinema location and the Rialto Cinema location. (hxiv) A counterpart of All vendor warranties (including those for the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances roofs on the LLC Interests and on Cinemas) respecting the Cheyenne Assets and the El Dorado Purchased Assets. (lxv) To the extent applicable, assignment documents, duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement Such other agreements and Cheyenne Throughput Agreement)documents as Buyers may reasonably request. (m) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HollyFrontier (the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code.

Deliveries by Sellers. At The Sellers shall deliver the following documents, agreements and supporting papers to the Buyers at the Closing, Sellers and the delivery of each shall deliver, or cause be a condition to be delivered, to Buyer the followingBuyers' performance of their respective obligations at the Closing: (a) A counterpart to the assignment Bill of limited liability company interests conveying the El Dorado LLC Interests to Buyer, substantially in the form of Exhibit E attached hereto (the “El Dorado Assignment”)Sale, duly executed by Frontier El Dorado.the Sellers; (b) A counterpart to counterpxxxx of the assignment of limited liability company interests conveying Assignment and Assumption Agreement and the Cheyenne LLC Interests to Buyer substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne. (c) The original minute books, company books Belgian Assignment and membership registers for the Companies. (d) A counterpart of El Dorado Throughput Assumption Agreement, duly executed by the applicable Seller and HollyFrontier.Sellers; (ec) A the Assignment of Patents, duly executed by the Sellers, covering the Transferred Patents; (d) a counterpart of Cheyenne Throughput the Facilities Services and Lease Agreement, duly executed by the applicable Seller and HollyFrontier.Sellers; (fe) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”)Required Consents, duly executed by Frontier Cheyenne. (g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado. (h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne. (i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado. (j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities). (k) Evidence in form and substance reasonably satisfactory to Buyer Medarex; (f) the opinion of the release Sellers' counsel, Orrick, Herrington & Sutcliffe LLP, dated the date hereof, substantiaxxx xx txx xxxx xxtacxxx xx Xxhibit D; (g) a certificate of the Secretary of Corixa and termination Coulter, and of all Encumbrances on a director of Corixa Belgium, in form and substance rxxxxxxxly satisfactory to Medarex, as to the LLC Interests authenticity and on effectiveness of the Cheyenne Assets actions of the board of directors of such Seller authorizing the transactions contemplated by this Agreement and the El Dorado Assets.Operative Documents; (h) a certificate of the Secretary of State of the state of Delaware to the effect that each of Corixa and Coulter is a corporation duly organized, validly existing and in good xxxxxxng under the laws of the state of Delaware; (i) a counterpart of the license agreement between Medarex and Corixa with respect to the UPT Technology, substantially in the form attached as Exhibit E (the "UPT License Agreement"), duly executed by Corixa; (j) a counterpart of the license agreement between Corixa and Medarex with respect to the leader peptide patent, substantially in the form attached as Exhibit L (the "Leader Peptide Patent License Agreement"), duly executed by Corixa; (k) a counterpart of the license agreement between Medarex and Corixa with respect to [*] antigen and monoclonal antibodies generated thereto, substantially in the form attached as Exhibit F (the "[*] Agreement"), duly executed by Corixa; (l) To a counterpart of the extent applicablesublease between Medarex and Coulter with respect to the first and second floors of Coulter's facixxxx xxcated at 650 Gateway Boulevard, assignment documentsSouth San -------- * Xxxfidential Treatment Rxxxxxxxx Francisco, California, substantially in the form attached as Exhibit G (the "Sublease"), duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput Agreement).Coulter; and (m) A properly executed certificate, in evidence reasonably satisfactory to Medxxxx xx the form prescribed release by Treasury regulations under Section 1445 any Person who held any Lien on the Assets of all Liens on the Code, stating that HollyFrontier Assets (except as otherwise provided on Schedule 4.4 to the person from whom each Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the CodeDisclosure Memorandum).