Common use of Deliveries by the Seller Clause in Contracts

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.

Deliveries by the Seller. At Subject to the conditions set forth in this Agreement, at or prior to the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):: (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount Rights Agreement, duly executed by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment agreement, in form and assumption agreement substantially in substance reasonably satisfactory to the form attached hereto as Exhibit B Buyer (the “Xxxx of Sale and Assignment and Assumption AgreementSale”), duly executed by the Seller; (c) assignments the subscription list in respect of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”)Buyer Stock Closing Consideration, duly executed by the Seller and/or Global Power, as applicable(the “Subscription List”); (d) with respect duly executed assignment and assumption documents or instruments (in form and substance reasonably satisfactory to Buyer and Seller) assigning to Buyer all right, title and interest in and to the Owned Real Property, a limited warranty deed, duly executed Intellectual Property Rights included in the Acquired Assets and notarized by pursuant to which Buyer assumes all the Seller, transferring the Owned Real Property to the Buyer subject to Permitted EncumbrancesAssumed Liabilities; (e) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying (i) the incumbency of each officer executing this Agreement or any other documents and instruments to be executed and delivered pursuant hereto on behalf of Seller and (ii) that attached thereto are true and complete copies of all resolutions of the board of directors (or equivalent governing body) and holders of voting securities of the Seller authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the transactions contemplated hereby, and that all such resolutions are in full force and at and as of the Closing Date; (f) the Seller Closing Certificate; (g) evidence of the termination and release of any Encumbrance (other than Permitted Encumbrances) on any Acquired Asset, if applicable, in form and substance acceptable to Buyer; (h) the OCS Approval duly executed by the OCS; (i) subject to the provisions of Section 6.12 true, correct and complete copies of all Product Records currently possessed by the Seller; (j) the Valid Israeli Tax Certificate; (k) a true, correct and complete list of all Contracts that contain nondisclosure or confidentiality obligations that are binding on the Company with respect to the Leased Real PropertyBusiness; and (l) such other instruments of conveyance and transfer, an assignment in form reasonably satisfactory to Buyer and assumption of the Occupancy Lease (the “Assignment its counsel, as shall be necessary and Assumption of Lease”)effective to transfer and assign to, duly executed by the Sellerand vest in, assigning to the Buyer all of the Seller’s right, title and interest in and to the Acquired Assets, and simultaneously with such deliveries, all such steps will be taken by Seller as tenant thereunder; (f) a non-competition may be required to put Buyer in actual possession and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy operating control of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably requestAcquired Assets.

Deliveries by the Seller. 7.1 At the Closing, Closing the Seller shall shall: a) Do all such things and deliver or cause all such documentation which is required to be delivered perfect the transfer of the Shares to the Buyer, and provide such documentation which under Norwegian law properly confirms the Buyer as owner of the Shares, among other a transcript of the Company’s share register in which the Buyer is registered as the owner of the Shares and in which no Encumbrance over the Shares is registered, and all such documents which are required under Brazilian law to complete the transfer of the Subsidiary Minority Shares; b) deliver to the Buyer a transcript from the following items (unless Bahamas register, in which the delivery of any FPSO Sevan Piranema is registered, which shall confirm that the Company is the owner of the following items FPSO Sevan Piranema, and that no Encumbrance is waived by registered over the Buyer):FPSO Sevan Piranema; (ac) acknowledgement of receipt deliver to the Buyer a copy of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly License executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property deliver to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption copy of the Occupancy Lease (minutes of a meeting of the “Assignment and Assumption board of Lease”), duly executed by directors of the Seller, assigning Company approving the transfer of the Shares to the Buyer all without any conditions or reservations; e) deliver to the Buyer written evidence of the Seller’s rightresignation effective as at Closing by the current members of the board of the Company and the Subsidiary, title and interest as tenant thereunderthat they have received all payments due and owing to them, and that they are not entitled to receive any additional fees or reimbursement of expenses from any the Company or the Subsidiary; (f) a non-competition deliver to the Buyer written evidence that the Company and non-solicitation agreement substantially the Subsidiary confirm that all Intercompany Loans in existence before Closing has been settled in full by contribution to equity to be completed by as an increase of the form attached hereto as Exhibit D face value of the Shares (the “Non-Competition or Subsidiary Shares, if applicable) and Non-Solicitation Agreement”not by issuance of new Shares (or Subsidiary Shares, if applicable), duly executed by Global Power; (g) a copy with the exception of the certificate of formation of debt from the Subsidiary towards the Seller and all amendments theretoSevan Marine Do Brasil Ltda, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed which will be forgiven by the Seller; (og) an amendment evidence satisfactory to the Seller’s certificate Buyer of formation, and such other necessary documents fulfilment of the conditions precedent for Closing as set out in section 10; h) deliver a copy of a notice from Seller to change the Seller’s name Company that the Remaining Debt with effect from Closing has been assigned to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the ClosingBuyer as new creditor; and (pi) any additional certificates, receipts, deliver to the Buyer such other documents and instruments as the Buyer or the Title Company may reasonably requestrequest in order to properly perfect the Buyer’s rights under this Agreement.

Deliveries by the Seller. At the Closing, Closing the Seller shall deliver or cause to be delivered the following instruments and documents to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):or their designees: (a) acknowledgement the Xxxx of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller Sale as provided in a form reasonably satisfactory to the BuyerSection 1.1; (b) copies of resolutions of the Seller's Board of Directors authorizing the execution of this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date by the Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Assets; (d) the opinion of counsel provided for in Section 6.5; (e) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (f) A certificate, dated as of the Closing Date ("Seller Closing Certificate") and executed by an officer of the Seller, certifying that (i) all representations and warranties of the Seller contained in this Agreement were true and accurate as of the date of this Agreement (unless such representations and warranties expressly speak as of a xxxx specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of sale said representations and assignment warranties are, by the execution and assumption agreement substantially delivery of the Seller Closing Certificate, made again on and as of the Closing Date and are then true and accurate as though then made (unless such representations and warranties expressly speak as to a specific date other than the date thereof and, in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer); and (iii) the Seller has performed and complied in all material respects with all the covenants, agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or on the Closing Date; (g) An executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit B F (the “Xxxx of Sale and Assignment and Assumption "Transition Services Agreement”"), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State;; and (h) a certificate of the Delaware Secretary of State as An executed counterpart to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member Service and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Installation Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items Purchaser (unless the delivery of any or its designee) each of the following items is waived following: (i) the certificates, documents and instruments of transfer and conveyances set forth in Section 2.2 of this Agreement duly endorsed or executed by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the BuyerSeller, as provided therein; (bii) a xxxx A Certificate of sale the Secretary of Company showing the signatures of those officers of Company, authorized to sign this Agreement on behalf of Company and assignment certifying that said signatures are the signatures of said authorized officers; (iii) A copy of the Articles of Incorporation and assumption agreement substantially By-Laws of Company, together with all amendments and supplements thereto, certified by the Secretary of Company as being true and complete in all material respects; (iv) Good standing certificates of Company dated no earlier than ten (10) calendar days prior to the Closing Date, certifying respectively (i) that Company is in good standing in the State of Louisiana and is qualified to do business in the State of Louisiana; (ii) that Seller is qualified to do business in all of the other states in which Company then does business; (v) Resolutions of the shareholders and the directors of Company certified by the Secretary of Company as having been duly and validly adopted and as being in full force and effect on the date hereof, authorizing the execution and delivery by Seller of this Agreement and other Transaction Documents, and authorizing the performance by Seller of the transactions contemplated hereby and thereby; (vi) A duly executed certificate of Seller described in Section 8.3 hereof; (vii) Duly executed employment agreement from the Key Company Employees in a form attached hereto as Exhibit B 2.3(c)(vii) (the “Xxxx of Sale Employment Agreements”) which shall provide a minimum three (3) year term, and Assignment shall provide that such Key Company Employees will participate in the programs generally offered to the Purchaser’s executive team with respect to performance bonuses, medical benefits, insurance and Assumption Agreement”), duly executed by the Sellerlike; (cviii) [Intentionally Omitted]; (ix) [Intentionally Omitted]; (x) [Intentionally Omitted]; (xi) Duly executed written consents from each of the parties to each of the Significant Contracts referred to in Section 3.13 and set forth on Schedule 3.13, attached hereto, to the extent such consent is required pursuant to the terms thereof, in such form as Purchaser shall in the exercise of reasonable discretion determine (collectively, the “Consents”); (xii) Duly executed assignments of the Intellectual Property Assets substantially existing Leases referred to on Schedule 3.10(a) attached hereto, from Company to Purchaser, in form and substance reasonably satisfactory to Purchaser, and the forms attached hereto as Exhibit C (consent of the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicablelandlord under such Lease to such assignment; (dxiii) Duly executed confidentiality agreements from each of Company’s employees that are offered and accept employment with respect the Purchaser (other than Key Company Employees, whose non-competition obligations shall be set forth in the Employment Agreement ) in a form satisfactory to Purchaser (collectively, the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances“Confidentiality Agreements”); (exiv) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder[Intentionally Omitted]; (fxv) a non-competition the original corporate record books and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy stock record books of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the ClosingCompany; and (pxvi) any additional certificatesAll other documents necessary or appropriate, receiptsin the reasonable opinion of Purchaser, documents to effectuate the purchase and instruments as sale of the Buyer or Purchased Stock at the Title Company may reasonably requestClosing, free and clear of all Liens (other than Permitted Liens), in accordance with the provisions of this Agreement.

Deliveries by the Seller. At the Closing, Closing the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):Purchaser: (a) acknowledgement counterparts of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption each Ancillary Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Powerand, in case of the Assignments of Lease, by the respective landlord, together with all required documentary and Conveyance Tax stamps affixed and such other instruments; (b) all consents to the assignment of the Contracts set forth in Section 3.02 of the Disclosure Schedule; (c) a schedule of accounts payable related to the Business as applicableof the Closing; (d) with respect all consents to the Owned Real Propertyassignment of the AT&T Contracts and evidence of the extension of each such contract through August 31, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances2020; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunderINTENTIONALLY OMITTED; (f) a non-competition evidence reasonably satisfactory to the Purchaser of the release of any Encumbrances with respect to the Purchased Assets by and non-solicitation agreement substantially in on behalf of (x) the form attached hereto as Exhibit D lenders under the ABL Credit Agreement and (y) the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Powerholders of the Senior Secured Notes; (g) a copy counterpart of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Katy Sublease Agreement, duly executed by the Seller; (oh) an amendment the certificate referenced in Section 8.02(a); (i) a certificate signed by a duly authorized representative of the Seller certifying as to resolutions of the board of directors of the Seller authorizing this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby; (j) all consents to the Seller’s certificate assignment of formationthe Subcontractor Agreements listed in Section 8.02(f) of the Disclosure Schedule, in form and such other necessary documents substance reasonably satisfactory to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by Purchaser; (k) a receipt for the Seller within two (2) Business Days following the ClosingClosing Cash Payment; and (pl) any additional certificates, receipts, documents and instruments as a certificate of non-foreign status for the Buyer or Seller (in a form reasonably acceptable to the Title Company may reasonably requestPurchaser) pursuant to Section 1.1445-2(b)(2) of the Regulations.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):Purchaser: (a) acknowledgement of receipt An assignment agreement transferring all of the Initial Purchase Price less the General Escrow Amount Company Interests and the Warranty Escrow Amount REST and RETR Interests, substantially in the form attached hereto as Exhibit A, duly and validly executed by the Seller and otherwise sufficient to vest in a form reasonably satisfactory the Purchaser good title to the BuyerCompany Interests and the REST and RETR Interests; (b) a xxxx To the extent they are not Continuing Employees, the resignations of sale the managers and officers of the Company, the Retail Subsidiaries, REST and RETR, other than the Independent Manager(s) (as defined in the respective Limited Liability Company Agreement of the Company and each Retail Subsidiary, each dated as of December 1, 2006); (c) An assignment agreement transferring all of the Trademarks to RERH, substantially in the form attached hereto as Exhibit C, duly and assumption validly executed by the Seller, the Trademark Trust and other Affiliates of the Seller (other than any Subject Company) (the “Trademark Assignment ”); (d) An assignment agreement transferring to RERH all Intellectual Property (other than the Trademarks) owned by the Seller, the IT Trust or any other Affiliates of Seller (other than any Subject Companies) and used exclusively or primarily in the Retail Business as being conducted as of the date hereof, substantially in the form attached hereto as Exhibit D, duly and validly executed by the Seller, the IT Trust and such Affiliates; (e) An intellectual property license agreement between the Seller, the IT Trust, and other Affiliates of the Seller (other than the Subject Companies), and RERH, substantially in the form attached hereto as Exhibit E, duly and validly executed by the Seller and the IT Trust (the “IP License Agreement ”); (f) A transition services agreement substantially in the form attached hereto as Exhibit B F (the “Xxxx of Sale and Assignment and Assumption Transition Services Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly and validly executed by the Seller and/or Global Powerand the IT Trust, provided, however, that for the avoidance of doubt in the event that MLCI determines in good faith prior to the Closing that an amendment to the services provided by the Seller or any of its Affiliates to RERH or its Affiliates under the Transition Services Agreement is required in order to add additional Information Technology Systems-related services which are provided by the Seller,the IT Trust or any other Affiliates of the Seller to RERH or its Affiliates as applicableof the date hereof or immediately prior to the Closing, (i) the Seller, the IT Trust and RERH shall amend the Transition Services Agreement to include such services, and (ii) such services shall be priced using the same methodologies used for comparable services set forth in the Transition Services Agreement; (dg) with respect to A certificate under Section 1445(b)(2) of the Owned Real Property, Code providing that the Seller is not a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrancesforeign person; (eh) with respect to the Leased Real Property, an assignment and assumption A certificate dated as of the Occupancy Lease (the “Assignment Closing Date and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all an officer of the Seller’s rightSeller regarding the satisfaction of the conditions set forth in Section 8.2(a), title Section 8.2(b), Section 8.2(d), and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement Section 8.2(g), substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable dateG; (i) a certificate of an officer Assignment and assumption agreements assigning to RERH all rights and obligations of the Seller, certifying the limited liability company agreement, including all amendments thereto, IT Trust or another Subsidiary of the Seller (other than any Subject Company), as applicable, under the contracts and other agreements set forth in Section 3.2(i) of the Seller Disclosure Letter, substantially in the form attached hereto as Exhibit H, duly and validly executed by the Seller, the IT Trust or such Subsidiary, as applicable and counterparties, as applicable; (j) a certificate of an officer A release of the Seller, certifying the resolutions of the member and the Board of Directors liens described in Section 4.2 of the Seller authorizing Disclosure Schedule and any other liens for borrowed money on the executionCompany Interests, delivery the REST and performance of this Agreement by RETR Interests, the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date assets of the original resolutionsSubject Companies, REST and RETR or the assets transferred to the Company pursuant to Section 3.2(c), Section 3.2(d), Section 3.2(i) or Section 7.20; (k) a certificate of an officer of A duly executed Sublease Agreement, between Reliant Energy Corporate Services, LLC and RERR, substantially in the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedform attached hereto as Exhibit I; (l) a duly completed Assignment and executed certification of non-foreign status pursuant Assumption agreements substantially in the form attached hereto as Exhibit J, transferring the Excluded Liabilities to Section 1.1445-2(b)(2the Seller or its Affiliate(s) of other than the Treasury RegulationsCompany, the Retail Subsidiaries, REST or RETR; (m) Copies of Intellectual Property other than Source Code required to be transferred to any of the UCC-3 termination statements Subject Companies under this Agreement (to the extent not in the possession of the Subject Companies prior to the Closing and not contained on hardware being transferred to RERH at Closing in accordance with Section 7.15(a)(vi)), as well as any records of applications and registrations of such Intellectual Property, and any other documentation contemplated by Section 6.7related thereto; (n) An assignment agreement transferring to RERH all telephone numbers used by the Escrow Seller or any Affiliates of the Seller (other than any Subject Companies) that are (i) used by customers of the Retail Business for service-related or information-related issues or (ii) used by employees of any Subject Company and that are accessed by means of the phone switch being transferred to any Subject Company pursuant to the transactions contemplated by this Agreement, substantially in the form attached hereto as Exhibit D, duly and validly executed by the SellerSeller and such Affiliates; (o) an amendment An assignment agreement transferring to RERH all internet protocol address blocks registered in the Seller’s certificate name of formation, and such other necessary documents to change the Seller’s name to one Seller or any Affiliates of the Seller (other than “Deltakany Subject Companies) that are set forth on Section 3.2(o) of the Seller Disclosure Letter, L.L.C.” or any derivation thereofsubstantially in the form attached hereto as Exhibit D, such amendment to be filed duly and validly executed by the Seller within two and such Affiliates; (2p) Copies of, or upon request access to, source code (to the extent not in the possession of the Subject Companies prior to the Closing and not contained on hardware being transferred to RERH at Closing in accordance with Section 7.15(a)(vi)) for software included in the Retail Business Days following Intellectual Property that is (i) owned by Seller or any of its Affiliates, or (ii) licensed from a third party under an agreement that (a) provides the Closinglicensee with source code access and (b) is being assigned to any of the Subject Companies at the Closing (collectively, the “Source Code ”); (q) A xxxx of sale and assignment transferring to RERH the assets referred to in Section 7.15(a)(vi) of the Seller Disclosure Schedule, substantially in the form attached hereto as Exhibit Q, duly and validly executed by the Seller, the IT Trust and other Affiliates of the Seller, as applicable; and (pr) any additional certificatesSuch other documents, receipts, documents instruments and instruments writings as may be reasonably required to be delivered by the Buyer or Seller to the Title Company may reasonably requestPurchaser at Closing to effect the transactions contemplated by this Agreement.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):Purchaser: (a) acknowledgement of receipt An assignment agreement transferring all of the Initial Purchase Price less the General Escrow Amount Company Interests and the Warranty Escrow Amount REST and RETR Interests, substantially in the form attached hereto as Exhibit A, duly and validly executed by the Seller and otherwise sufficient to vest in a form reasonably satisfactory the Purchaser good title to the BuyerCompany Interests and the REST and RETR Interests; (b) a xxxx To the extent they are not Continuing Employees, the resignations of sale the managers and officers of the Company, the Retail Subsidiaries, REST and RETR, other than the Independent Manager(s) (as defined in the respective Limited Liability Company Agreement of the Company and each Retail Subsidiary, each dated as of December 1, 2006); (c) An assignment agreement transferring all of the Trademarks to RERH, substantially in the form attached hereto as Exhibit C, duly and assumption validly executed by the Seller, the Trademark Trust and other Affiliates of the Seller (other than any Subject Company) (the “Trademark Assignment”); (d) An assignment agreement transferring to RERH all Intellectual Property (other than the Trademarks) owned by the Seller, the IT Trust or any other Affiliates of Seller (other than any Subject Companies) and used exclusively or primarily in the Retail Business as being conducted as of the date hereof, substantially in the form attached hereto as Exhibit D, duly and validly executed by the Seller, the IT Trust and such Affiliates; (e) An intellectual property license agreement between the Seller, the IT Trust, and other Affiliates of the Seller (other than the Subject Companies), and RERH, substantially in the form attached hereto as Exhibit E, duly and validly executed by the Seller and the IT Trust (the “IP License Agreement”); (f) A transition services agreement substantially in the form attached hereto as Exhibit B F (the “Xxxx of Sale and Assignment and Assumption Transition Services Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly and validly executed by the Seller and/or Global Powerand the IT Trust, as applicable; (d) with respect provided, however, that for the avoidance of doubt in the event that MLCI determines in good faith prior to the Owned Real Property, a limited warranty deed, duly executed and notarized Closing that an amendment to the services provided by the Seller or any of its Affiliates to RERH or its Affiliates under the Transition Services Agreement is required in order to add additional Information Technology Systems-related services which are provided by the Seller, transferring the Owned Real Property IT Trust or any other Affiliates of the Seller to RERH or its Affiliates as of the date hereof or immediately prior to the Buyer subject Closing, (i) the Seller, the IT Trust and RERH shall amend the Transition Services Agreement to Permitted Encumbrancesinclude such services, and (ii) such services shall be priced using the same methodologies used for comparable services set forth in the Transition Services Agreement; (eg) with respect to the Leased Real Property, an assignment and assumption A certificate under Section 1445(b)(2) of the Occupancy Lease Code providing that the Seller is not a foreign person; (h) A certificate dated as of the “Assignment Closing Date and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all an officer of the Seller’s rightSeller regarding the satisfaction of the conditions set forth in Section 8.2(a), title Section 8.2(b), Section 8.2(d), and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement Section 8.2(g), substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable dateG; (i) a certificate of an officer Assignment and assumption agreements assigning to RERH all rights and obligations of the Seller, certifying the limited liability company agreement, including all amendments thereto, IT Trust or another Subsidiary of the Seller (other than any Subject Company), as applicable, under the contracts and other agreements set forth in Section 3.2(i) of the Seller Disclosure Letter, substantially in the form attached hereto as Exhibit H, duly and validly executed by the Seller, the IT Trust or such Subsidiary, as applicable and counterparties, as applicable; (j) a certificate of an officer A release of the Seller, certifying the resolutions of the member and the Board of Directors liens described in Section 4.2 of the Seller authorizing Disclosure Schedule and any other liens for borrowed money on the executionCompany Interests, delivery the REST and performance of this Agreement by RETR Interests, the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date assets of the original resolutionsSubject Companies, REST and RETR or the assets transferred to the Company pursuant to Section 3.2(c), Section 3.2(d), Section 3.2(i) or Section 7.20; (k) a certificate of an officer of A duly executed Sublease Agreement, between Reliant Energy Corporate Services, LLC and RERR, substantially in the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedform attached hereto as Exhibit I; (l) a duly completed Assignment and executed certification of non-foreign status pursuant Assumption agreements substantially in the form attached hereto as Exhibit J, transferring the Excluded Liabilities to Section 1.1445-2(b)(2the Seller or its Affiliate(s) of other than the Treasury RegulationsCompany, the Retail Subsidiaries, REST or RETR; (m) Copies of Intellectual Property other than Source Code required to be transferred to any of the UCC-3 termination statements Subject Companies under this Agreement (to the extent not in the possession of the Subject Companies prior to the Closing and not contained on hardware being transferred to RERH at Closing in accordance with Section 7.15(a)(vi)), as well as any records of applications and registrations of such Intellectual Property, and any other documentation contemplated by Section 6.7related thereto; (n) An assignment agreement transferring to RERH all telephone numbers used by the Escrow Seller or any Affiliates of the Seller (other than any Subject Companies) that are (i) used by customers of the Retail Business for service-related or information-related issues or (ii) used by employees of any Subject Company and that are accessed by means of the phone switch being transferred to any Subject Company pursuant to the transactions contemplated by this Agreement, substantially in the form attached hereto as Exhibit D, duly and validly executed by the SellerSeller and such Affiliates; (o) an amendment An assignment agreement transferring to RERH all internet protocol address blocks registered in the Seller’s certificate name of formation, and such other necessary documents to change the Seller’s name to one Seller or any Affiliates of the Seller (other than “Deltakany Subject Companies) that are set forth on Section 3.2(o) of the Seller Disclosure Letter, L.L.C.” or any derivation thereofsubstantially in the form attached hereto as Exhibit D, such amendment to be filed duly and validly executed by the Seller within two and such Affiliates; (2p) Copies of, or upon request access to, source code (to the extent not in the possession of the Subject Companies prior to the Closing and not contained on hardware being transferred to RERH at Closing in accordance with Section 7.15(a)(vi)) for software included in the Retail Business Days following Intellectual Property that is (i) owned by Seller or any of its Affiliates, or (ii) licensed from a third party under an agreement that (a) provides the Closinglicensee with source code access and (b) is being assigned to any of the Subject Companies at the Closing (collectively, the “Source Code”); (q) A xxxx of sale and assignment transferring to RERH the assets referred to in Section 7.15(a)(vi) of the Seller Disclosure Schedule, substantially in the form attached hereto as Exhibit Q, duly and validly executed by the Seller, the IT Trust and other Affiliates of the Seller, as applicable; and (pr) any additional certificatesSuch other documents, receipts, documents instruments and instruments writings as may be reasonably required to be delivered by the Buyer or Seller to the Title Company may reasonably requestPurchaser at Closing to effect the transactions contemplated by this Agreement.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):Purchaser: (a) acknowledgement of receipt of a certificate, dated the Initial Purchase Price less the General Escrow Amount Closing Date, in form and the Warranty Escrow Amount by the Seller in a form substance reasonably satisfactory to the BuyerPurchaser and duly executed on behalf of the Seller by an authorized executive officer of the Seller, certifying that the conditions to the Closing set forth in Section 7.2(b) and Section 7.2(c) have been fulfilled; (b) a xxxx of sale stock certificate representing the Purchased Interest, duly and assignment and assumption agreement substantially validly issued by Value City Holdings in the form attached hereto as Exhibit B name of the Purchaser; (c) the “Xxxx Warrants in the name of Sale and Assignment and Assumption Agreement”)the Purchaser, duly executed by the Seller; (cd) assignments evidence reasonably satisfactory to the Purchaser of the Intellectual Property Assets substantially completion of the Reorganization; (e) evidence of the resignations of the officers and the members of the board of directors or board of managers, as applicable, of each Company and each Subsidiary; (f) the limited liability company and corporate books, unit ledgers and stock ledgers, minute books, corporate and company seal or their functional equivalents of each Company and each Subsidiary; provided that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.2(f) if such item has been delivered to, or is otherwise located at, the offices of Value City; (g) amendments to the SSC License Agreement (as defined in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”Section 6.11), duly executed by the Seller and/or Global PowerValue City of Michigan, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed Inc. and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of StateValue City; (h) a certificate copy of the Delaware Secretary VCM/RVLI License Agreement, duly executed by Retail Ventures Licensing, Inc. and Value City of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable dateMichigan, Inc.; (i) a certificate of an officer copy of the SellerShared Operations Agreement, certifying the limited liability company agreementduly executed by Value City and American Signature, including all amendments thereto, of the SellerInc.; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Stockholders Agreement, duly executed by the Seller; (ok) an amendment evidence reasonably satisfactory to the Seller’s certificate Purchaser of formation, and such other necessary documents the Releases; (l) a certification in a form reasonably satisfactory to change the Seller’s name Purchaser pursuant to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by Treas. Reg. §1.1445-2(b)(2) stating that the Seller within two is not a foreign person; (2m) Business Days following evidence reasonably satisfactory to the ClosingPurchaser of the proper assignment to the Seller of that certain Master Equipment Lease Agreement, dated as of August 30, 2005, by and between Value City and National City Leasing Corporation, including any schedules or amendments thereto (the “Master Equipment Lease”), executed by Value City, the Seller and National City Leasing Corporation; and (pn) any additional certificatesother documents, receipts, documents instruments and instruments as writings reasonably required to be delivered at the Buyer or Closing by the Title Company may reasonably requestSeller to the Purchaser pursuant to this Agreement.

Deliveries by the Seller. At (a) On the Closingdate hereof, the Seller shall deliver or cause to be delivered is delivering to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date;or its designee: (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller Seller, dated as of the date of this Agreement, to the effect that the conditions set forth such resolutions were duly adopted and are in Sections 7.3(a) full force and 7.3(b) have been satisfiedeffect; (lii) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) copy of the Treasury Regulationsfairness opinion delivered by Xxxxxxx Xxxxx to Seller or its affiliates covering the transactions under this Agreement; (miii) a guaranty agreement, in form and substance reasonably satisfactory to the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow AgreementBuyer, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, WMB and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the ClosingWNGL; and (piv) any additional certificatesproperly executed Internal Revenue Service Forms 8832 electing to treat the Seller and the Company as corporations for federal income tax purposes effective July 29, receipts2002, documents and instruments as which forms shall be returned to Seller upon receipt of evidence that identical forms have been properly filed with the Internal Revenue Service. (b) At the Closing, the Seller shall deliver to the Buyer or its designee: (i) an amended and restated limited liability company agreement of the Title Company may in the form and substance satisfactory to Buyer; (ii) resolutions of the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and a certificate of an officer of the Seller, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect; (iii) a release, in form and substance reasonably requestsatisfactory to the Buyer, duly executed by WMB and WNGL; and (iv) all other previously undelivered documents required to be delivered by the Seller to the Buyer at or prior to the Closing Date.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):Purchasing Parties: (a) acknowledgement an Instrument of receipt Assignment and Bxxx of Sale substantially in the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount form attached as Exhibit A, duly executed by the Seller in a form reasonably satisfactory to (the Buyer"Instrument of Assignment and Bxxx of Sale"); (b) a xxxx of sale and assignment and assumption agreement special warranty deed ("Deed") in recordable form relating to the Owned Real Property substantially in the form attached hereto as Exhibit B B; (c) a Trademark Assignment substantially in the form attached as Exhibit C (the “Xxxx of Sale "Trademark Assignment") and a Patent Assignment and substantially in the form attached as Exhibit D (the "Patent Assignment"), each duly executed by the Seller; (d) an Assumption Agreement substantially in the form attached as Exhibit E (the "Assumption Agreement”"), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement Transition Services Agreement substantially in the form attached hereto as Exhibit D F (the “Non-Competition and Non-Solicitation "Transition Services Agreement”"), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (of) an amendment to a License Agreement substantially in the form attached as Exhibit G (the "License Agreement"), duly executed by the Seller’s ; (g) a certificate, dated the Closing Date and signed by a senior officer of the Seller, certifying the satisfaction of the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c); (h) a certificate of formationgood standing of the Seller from the Secretary of State of the State of Delaware; (i) a certificate of the Secretary of the Seller certifying as accurate and complete as of the Closing certain resolutions adopted by the Board of Directors of the Seller approving the execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Transactions; (j) UCC termination statements, if any, and such any other necessary documents that, when filed on the Closing Date, will be sufficient to change the Seller’s name to one release all Liens (other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by Permitted Liens) on the Seller within two Assets; (2k) Business Days following the Closinga certificate of non-foreign status as provided in U.S. Department of Treasury Regulation Section 1.1445-2(b); and (pl) any additional certificates, receipts, all other previously undelivered documents and instruments as required to be delivered by the Buyer Seller to the Purchasing Parties at or prior to the Title Company may reasonably requestClosing pursuant to this Agreement.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered is delivering to the Buyer the following items (unless delivered previously) the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement stock certificates representing the Shares accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of receipt of the Initial Purchase Price less the General Escrow Amount transfer, with all necessary transfer tax and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyerother revenue stamps affixed thereto; (b) a xxxx of sale and assignment and assumption agreement substantially in receipt for the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the SellerEstimated Purchase Price; (c) assignments copies of the Intellectual Property Assets substantially in Certificates of Incorporation and By-laws of the forms attached hereto as Exhibit C (Seller and the “Intellectual Property Assignments”)Company, duly executed certified by the Secretaries of the Seller and/or Global Powerand the Company, respectively, as applicablebeing complete and correct; (d) with respect to the Owned Real Propertystock books, a limited warranty deed, duly executed stock ledgers and notarized by minute books of the Seller, transferring Company (all other records of the Owned Real Property to Company being located on the Buyer subject to Permitted Encumbrancespremises of the Company); (e) with respect copies of the resolutions adopted by the Board of Directors of the Seller, certified by the Secretary of the Seller as having been duly and validly adopted and as being in full force and effect, autho- rizing, among other things, the execution and delivery by the Seller of this Agreement, the Termination Agreement and the Other Documents executed and delivered by the Seller pursuant hereto or in connection herewith, and the performance by the Seller of its obligations hereunder and thereunder; (f) copies of the resolutions adopted by the Board of Directors of the Company, certified by the Secretary of the Company as having been duly and validly adopted and as being in full force and effect, autho- rizing, among other things, the termination of the Guaranty and the execution and delivery by the Company of the Termination Agreement, and the performance by the Company of its obligations thereunder; (g) certificates evidencing the good standing of the Seller and the Company under the laws of the State of Delaware; (h) the resignations of the officers and directors of the Company as requested by the Buyer prior to the Leased Real Property, an assignment and assumption Closing; (i) a duly executed Certificate of the Occupancy Lease (the “Assignment and Assumption of Lease”), Non-Foreign Status duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller;B; and (j) a certificate of an officer executed counterparts (or, in the case of the Sellerconsents referred to in Section 1.4(a) hereof, certifying the resolutions copies thereof) of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement all Consents (as defined in Section 2.6 hereof) obtained by the Seller and the transactions contemplated hereby Company in connection with this Agreement and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably requestOther Documents.

Deliveries by the Seller. At or prior to the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date;: (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the SellerConveyance Documents; (jii) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement executed by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a6.2(a) and 7.3(b6.2(f) have been satisfied; (liii) a duly completed possession of all originals and executed certification copies of non-foreign status pursuant to Section 1.1445-2(b)(2) agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Treasury RegulationsSeller or any Affiliate of the Seller to the extent pertaining primarily to the Business (collectively, the “Records”); provided, however, that the Seller may retain (1) copies of any tax returns and copies of Records relating thereto; (2) copies of any Records that the Seller is reasonably likely to need for complying with requirements of law; and (3) copies of any Records that in the reasonable opinion of the Seller will be required in connection with the performance of its obligations under Article VIII hereof; (miv) the UCC-3 termination statements and other documentation contemplated by Section 6.7Purchase Price Escrow Agreement; (nv) the Escrow Transition Services Agreement in the form attached hereto as Exhibit B (the “Transition Services Agreement, duly ”) executed by the Seller; (ovi) an amendment to the Seller’s certificate Guaranty in the form attached hereto as Exhibit C (the “K&S Guaranty”) executed by K&S and Kulicke and Xxxxx Holdings, Inc., a Delaware corporation (“Holdings”); (vii) the Assignment and Assumption of formation, Lease Agreement in the form attached hereto as Exhibit D (the “Assignment and such other necessary documents to change Assumption of Lease Agreement”); (viii) the Seller’s name to one other than Standby Letter of Credit Agreement in the form attached hereto as Exhibit E (the “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the ClosingStandby Letter of Credit Agreement”); and (pix) any additional certificates, receipts, documents an Assignment and instruments Assumption Agreement (the “Assignment and Assumption Agreement”) in the form attached hereto as Exhibit F executed by the Buyer or Seller; and (x) the Title Company may reasonably request.Equipment Sublease in the form attached hereto as Exhibit G (the “Equipment Sublease”)

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items Buyer: (unless the delivery of any i) one or more certificate(s) evidencing all of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the BuyerShares; (bii) stock transfers of all of the Shares in the form attached hereto as Exhibit A, duly executed in favor of the Buyer or its nominee(s); (iii) a xxxx of sale and for the Acquired Assets in the form attached hereto as Exhibit B; (iv) a patent assignment and assumption agreement for the Transferred Patents, substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the SellerC; (cv) trademark assignments of for the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”)Transferred Trademarks, duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global PowerD; (gvi) a copy letter to the FDA regarding the transfer of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow AgreementTransferred NDA, duly executed by the Seller, substantially in the form attached hereto as Exhibit E; (ovii) an amendment a letter to the Buyer regarding the transfer of the Transferred IND, duly executed by the Seller’s , substantially in the form attached hereto as Exhibit F; (viii) the certificate of formationincorporation, common seal (if any), minute books, statutory registers and share certificate books of each Rosemont Company (as defined in Section 7.1); (ix) the resignations of all of the directors of each of Acacia and Rosemont (acknowledging that they have no claims outstanding for loss of office or otherwise), other than any director who is an employee of a Rosemont Company; (x) the resignation of the auditors of each Rosemont Company, in each case including a written confirmation that, in accordance with Section 394 of the Companies Xxx 0000, there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of such Rosemont Company, and such other necessary documents that no fees are due to change them; (xi) all share certificates in respect of the Seller’s name to one shares in the capital of Rosemont and the Rosemont Subsidiary (or an indemnity in customary form in respect of any missing share certificate); (xii) documentation evidencing the complete release of any guarantees given by any Rosemont Company in respect of liabilities of any Savient Group Company (other than “Deltak, L.L.C.” or any derivation thereof, such amendment the Rosemont Companies); (xiii) a certificate executed and delivered by an officer of each Savient Company in the applicable form attached as Exhibit G; (xiv) a certificate of good standing of each Savient Company issued not earlier than five (5) days prior to be filed the Closing Date by the Seller within two (2) Business Days following Secretary of the ClosingState of Delaware; and (pxv) any additional certificatessuch other duly executed deeds, receiptsbills of sale, documents instruments of transfer or assumption, assignments and other instruments of conveyance as the Buyer or the Title Company may reasonably requestrequest to effectively consummate the transactions to be consummated at the Closing pursuant to this Agreement (it being understood that the Seller shall not be required to make any representations, warranties or covenants, expressed or implied, in any such deed, xxxx of sale, assignment or other instrument).

Deliveries by the Seller. At Contemporaneous with the Closingexecution of this Agreement, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):: (a) acknowledgement of receipt a stock certificate representing the Shares, together with a certificate of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by secretary of the Seller in a form (or such other evidence reasonably satisfactory acceptable to Buyer) certifying that the BuyerShares have been duly registered on Coca Cola's share registry; (b) a xxxx copies of sale the resignation letters of each of the directors of each of the Companies and assignment and assumption agreement substantially the Subsidiaries, except for the persons set forth in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the SellerSchedule 4.1; (c) assignments copies of the Intellectual Property Assets substantially Officers' Letters referred to in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicableSection 5.11 hereof; (d) with respect to the Owned Real PropertyCoca Cola OPA Trust (as defined below), a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to Trustee (as defined therein) and the Buyer subject to Permitted EncumbrancesRepresentative (as defined therein); (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease CBP OPA Trust (the “Assignment and Assumption of Lease”as defined below), duly executed by the Trustee (as defined therein) and the Representative (as defined therein); (f) the Coca Cola Holdback Trust (as defined below), executed by the Seller, assigning to the Buyer all of Trustee (as defined therein) and the Seller’s right, title and interest Representative (as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”defined therein), duly executed by Global Power; (g) a copy of the certificate of formation of CBP Holdback Trust (as defined below), executed by Trustee (as defined therein) and the Seller and all amendments thereto, certified Representative (as of the most recent practicable date by the Delaware Secretary of Statedefined therein); (h) a certificate true and correct originals of the Delaware Secretary of State as duly authorized and executed notices with respect to the good standing issuance of the Seller in shares and the State of Delaware as changes of the most recent practicable dateSeller's officers and directors to the Comision Nacional de Valores and the stock exchange in Panama as disclosed in Schedule 2.1(e)(ii); (i) a certificate the legal opinion of an officer Arias, Fabrega and Fabrega in the form of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller;Exhibit A hereto; and (j) a certificate of an officer x xxue anx xxxxxct copy of the Seller, certifying 's board resolution referred to in Section 5.1 hereof (as well as the resolutions authorizing issuance of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(aShares) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments attached hereto as the Buyer or the Title Company may reasonably request.Exhibit B.

Deliveries by the Seller. At the Closing, the Seller shall will deliver or cause to be delivered to the Buyer the following items (unless the delivery duly executed instruments of any transfer and assignment of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller Assets in a form reasonably satisfactory to the Buyer, subject only to Permitted Liens, sufficient to vest in the Buyer good and valid title to the Assets to be conveyed at the Closing in accordance with the terms of this Agreement. In addition, at the Closing, the Seller shall deliver to Buyer: (a) the originals (or if not in existence, copies) of all Material Contracts (as hereinafter defined) and the originals of all books, records and files included in the Assets, unless copies have otherwise previously been provided to Buyer or made available to Buyer; (b) a xxxx certificate dated as of sale the Closing Date and assignment signed by the secretary of Seller, certifying the certificate of incorporation, bylaws, board of directors and assumption agreement substantially stockholders approvals and the incumbency of the officers authorized to execute this Agreement and the documents contemplated herein; (c) a certificate of good standing of the Seller issued as of a recent date by the Secretary of State of the Seller’s jurisdiction of incorporation (Delaware) and by the Secretary of State of the State of Texas; (d) executed counterparts reasonably satisfactory in form and substance to the Buyer of all consents listed in Section 2.2(d) of the Disclosure Schedule (the “ Consents ”), other than those listed on Section 4.3 of the Disclosure Schedule; (e) the Xxxx of Sale, by and between the Buyer and the Seller in the form attached hereto as Exhibit C , duly executed by the Seller (the “ Xxxx of Sale ”); (f) the Assignment Agreement, by and between the Buyer and the Seller in the form attached hereto as Exhibit A , duly executed by Seller; (g) the Earnout Agreement, by and between the Buyer, the Parent and the Seller in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.

Deliveries by the Seller. At the Closing, the The Seller shall deliver or cause caused to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):: (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the BuyerCompany Balance Sheet; (b) a xxxx certificate of sale the Secretary of the Company attaching a correct and assignment complete copy of the bylaws, including all amendments thereto, of the Company; (c) a certificate, dated the date of this Agreement and assumption agreement executed by a duly authorized officer of the Seller, certifying that (i) each of the representations and warranties of the Seller contained in this Agreement is true and correct; and (ii) that all of the covenants and agreements to be performed by the Seller on or prior to the date hereof have been duly performed. (d) a copy of the articles of incorporation, including all amendments thereto, of the Company, certified by the Secretary of State of Florida as being true and correct and in effect as of the date of this Agreement; (e) a good standing certificate for the Company certified by the Secretary of State of Florida or other appropriate official in Florida and each other state or country in which the Company is qualified to do business as a foreign corporation and in each case dated a date no more than five (5) Business Days prior to the date of this Agreement; (f) an Employment Agreement between the Buyer and Marcos Konig substantially in the form attached hereto as Exhixxx X-0; (g) an Employment Agreement between the Buyer and Harry Konig substantially in the form attached hereto as Exhibxx X-0; (h) an Asset Purchase Agreement between the Buyer and Global Partners Securities, Inc. substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the SellerB; (ci) assignments of an Escrow Agreement among the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”)Buyer, duly executed by the Seller and/or Global PowervFinance, as applicable; (d) with respect to the Owned Real PropertyInc., a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real PropertyGlobal Partners Securities, an assignment Inc. and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement Escrow Agent substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the SellerC; (j) a certificate of an officer of the SellerRegistration Rights Agreement between vFinance, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the executionInc., delivery and performance of this Agreement by the Seller and Global Partners Securities, Inc. substantially in the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutionsform attached hereto as Exhibit D; (k) a certificate of an officer of the Seller to the effect that the conditions set forth Standstill Agreement among vFinance, Inc., Marcos Konig, Harry Konig and Salomon Konig, substantially in Sections 7.3(a) and 7.3(b) have been satisfiedxxx xxxx xxxxxxxx xxxxxx as Exxxxxx X; (l) a duly completed and executed certification resignation letters of non-foreign status pursuant to Section 1.1445-2(b)(2) all members of the Treasury Regulationsboards of directors of the Company, together with an acknowledgment that they have no prior or present claim whatsoever against the Company; (m) the UCC-3 termination statements original corporate record books and other documentation contemplated by Section 6.7stock record books of the Company; (n) evidence that all Indebtedness of the Escrow Agreement, duly executed by the Seller;Company to all of its Affiliates has been paid in full; and (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as are reasonably required to be delivered to the Buyer or by the Title Company may reasonably requestSeller in order to effect the transactions contemplated by this Agreement.

Deliveries by the Seller. At the Closing, the Seller and the Trust (as regards only Paragraph (o) below) shall deliver deliver, or cause to be delivered to at their cost the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement of receipt a copy of the Initial Purchase Price less Seller's Articles of Organization, as amended through the General Escrow Amount and the Warranty Escrow Amount Closing Date, certified by the Secretary of State of the Commonwealth of Massachusetts; (b) a certificate of the Secretary of State of the Commonwealth of Massachusetts to the effect that the Seller is legally existing and in good standing under the laws of such state as well as comparable certificates from all jurisdictions in which the Seller is required to be qualified as a foreign corporation, the absence of which foreign qualification would reasonably be expected to cause a material adverse effect to the Business, if any; (c) a certificate of the appropriate governmental authorities of the Commonwealth of Massachusetts as well as those foreign jurisdictions as described in Section 2.2(b), if any, to the effect that the Seller has filed and paid all business sales, withholding and corporate income tax required to be paid and has no outstanding franchise tax liability (so-called "department of revenue tax good standing"), which shall be delivered within one hundred eighty (180) days following the Closing Date; (d) such bills of sale, endorsements, consents, releases, assignments, and other good and sufficient instruments of conveyance and assignment, as shall be effective to vest in the Buyer all right, title, and interest in and to the Purchased Assets, free and clear of all Liens, other than Permitted Liens; (e) any patent and trademark assignments in recordable form and sufficient to record the assignment of the patents and trademarks to be transferred to the Buyer pursuant to this Agreement; (f) the compliance certificate executed by the appropriate officer of the Seller required by Sections 6.1 and 6.5; (g) a certificate of the Secretary of the Seller attesting to the incumbency and signatures of the appropriate officers of the Seller and certifying that (i) the By-laws of the Seller attached thereto as a true, correct and complete copy and that such By-laws have not been rescinded, superseded or otherwise modified since the date thereof and (ii) the minutes of the corporate proceedings of the Seller with respect to the transactions contemplated hereby as a true, correct, and complete copy and that such minutes attached thereto have not been rescinded, superseded, or otherwise modified since the date thereof; (h) the opinion of counsel for the Seller dated as of the Closing Date in the form reasonably satisfactory to the Buyer; (bi) a xxxx such Uniform Commercial Code termination statements, releases, reconveyance, and other documents and instruments which may be reasonably necessary to effect the transactions contemplated hereby; (j) an Assignment of sale Leases for property located in Dallas, Texas (two locations) and assignment Southaven, Mississippi. (k) such consents as are listed on Schedule 3.12(b) (delivered at Closing unless otherwise noted on Schedule 3.12(b)); (l) an Assignment and assumption agreement substantially Assumption of Contracts; (m) the License Agreement described in Section 3.11 and in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.73.11; (n) a service agreement detailing the Escrow relationship between the Buyer and the Seller relating to transitional issues necessary for the successful integration of the Purchase Assets into the operations of the Buyer, a copy of which is attached hereto as Exhibit 2.2(n) (the "Service Agreement, duly executed by the Seller;"); and (o) an amendment to owner's policy of title insurance in the amount of $3,000,000 of the Owned Real Property naming Buyer as the insured, as Buyer's interest may appear, written by First American Title Insurance Company, which policy shall guarantee the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment 's title to be filed in the condition called for by this agreement, except for mortgages, judgments or other liens which will be satisfied out of the Seller within two (2) Business Days following proceeds of the Closing; and (p) any additional certificatessale. A commitment by such title company agreeing to issue such a title policy upon the recording of the proper documents as agreed herein, receipts, documents and instruments as the Buyer or the Title Company may reasonably requestshall be deemed sufficient performance.

Deliveries by the Seller. At the Closing, the Seller and Convergent ------------------------ shall deliver or cause to be delivered to Buyer and Parent the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement signed and executed bills of receipt sale and instruments of assignment conveying the Initial Purchase Price less the General Escrow Amount Assets, in each case in form and the Warranty Escrow Amount by the Seller in a form substance reasonably satisfactory to the BuyerParent and its counsel; (b) a xxxx copy of sale and assignment and assumption agreement substantially in the form attached hereto Seller's Articles of Incorporation, as Exhibit B (amended through the “Xxxx of Sale and Assignment and Assumption Agreement”)date hereof, duly executed certified by the SellerSecretary of State of the State of Colorado; (c) assignments a certificate of the Intellectual Property Assets substantially in Secretary of State of the forms attached hereto as Exhibit C State of Colorado dated a date no more than two (2) days prior to the “Intellectual Property Assignments”), duly executed by date hereof to the effect that the Seller and/or Global Power, as applicableis legally existing and in good standing under the laws of such state; (d) with respect a certificate of the appropriate governmental authorities of the State of Colorado dated a date no more than two (2) days prior to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property date hereof to the Buyer subject effect that the Seller has filed all tax returns required to Permitted Encumbrancesbe filed and has no outstanding tax liability (so-called "tax good standing" certificates); (e) with respect a certificate of the Secretary of Seller dated the date hereof (i) certifying that Seller's Articles of Incorporation and Bylaws and the resolutions of the Board of Directors and sole shareholder of the Seller relating to the Leased Real Propertytransactions contemplated hereby are true, an assignment correct and assumption complete and that such Articles, Bylaws and resolutions have not been rescinded, superseded or otherwise modified since the date thereof, and (ii) attesting to the incumbency and signatures of the Occupancy Lease (the “Assignment and Assumption appropriate officers of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder;; and (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as consents to the good standing contracts set out on Schedule 1.9(f) (which shall include any contracts between either of Seller or Convergent and secured lending parties) in form and substance reasonably satisfactory to Buyer (it being understood and acknowledged that Buyer will not accept any consent to a contract which enables the Seller in the State of Delaware as of the most recent practicable date; party to such contract giving consent to cancel such contract (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation material provision thereof, such amendment ) if it determines Parent or Buyer to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably requesta competitor of such party).

Deliveries by the Seller. At the Closing, the Seller shall will deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement All required consents of receipt third parties to the sale conveyance, transfer, assignment and delivery of the Initial Purchase Price less the General Escrow Amount Transferred Assets and the Warranty Escrow Amount by Business of the Seller in a form reasonably satisfactory to the Buyerhereunder; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments A certificate of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by Secretary of the Seller and/or Global Power, certifying as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease Closing Date, (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (fi) a non-competition true, correct, and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a complete copy of the certificate Certificate of formation Incorporation of the Seller and all amendments theretothereto as in effect on the Closing Date; (ii) a true, certified as correct, and complete copy of the most recent practicable date by-laws of the Seller and all amendments thereto as in effect on the Closing Date; (iii) a true, correct, and complete copy of the resolutions approved and adopted by the Delaware Seller's Board of Directors and Shareholders authorizing and approving the execution, performance and delivery of this Agreement and the transactions contemplated by this Agreement; (iv) Good Standing Certificate from the Missouri Secretary of StateState and all other jurisdictions where the Seller is qualified to do business; and (v) the incumbency of the duly authorized officers of the Seller. (c) The affidavit of the Seller certifying as to its non-foreign status in accordance with Section 1445(b)(2) of the Code; (d) The Xxxx of Sale required by Section 1.1(c); (e) The Assignment and Assumption Agreement required by Section 1.1(c); (f) The Sublease Agreement required by Section 1.1(c); (g) The Employment Agreement required by Section 5.2; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable dateThe Noncompetition Agreement required by Section 5.3; (i) a certificate of an officer The opinion of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller's counsel required by Section 5.4 above; (j) a certificate Duly executed Amendment to the Articles of an officer of the Seller, certifying the resolutions of the member and the Board of Directors Incorporation of the Seller authorizing the execution, delivery and performance withdrawal of this Agreement assumed trade names as required by Section 5.5 above; (k) Upon joint written request by the Seller and the transactions contemplated hereby Buyer, a statement from the Missouri director of revenue showing that no employment security, withholding, sales and that such resolutions have not been modifieduse, rescinded income and franchise taxes, interest, addition to tax or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedpenalties are due; (l) a duly completed and executed certification A Certificate of non-foreign status pursuant to Section 1.1445-2(b)(2) Discharge of the Treasury Regulations;personal property of the Seller signed by the Internal Revenue Service; and (m) the UCC-3 termination statements All other documents, instruments and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment writings required to be filed delivered by the Seller within two (2) Business Days following at or prior to the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer Closing Date pursuant to this Agreement or the Title Company may reasonably requestotherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless delivered previously) the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement stock certificates representing the Shares accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyertransfer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), receipt duly executed by the SellerSeller acknowledging receipt of the Purchase Price; (c) assignments the stock books, stock ledgers, minute books and, if any, corporate seals of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicableCompany and its Subsidiaries; (d) with respect to a certificate evidencing the Owned Real Property, a limited warranty deed, duly executed and notarized by good standing of the Seller, transferring Company under the Owned Real Property to laws of the Buyer subject to Permitted EncumbrancesState of Illinois; (e) with respect to the Leased Real Property, an assignment and assumption copies of the Occupancy Lease (resolutions adopted by the “Assignment and Assumption directors of Lease”), duly executed by the Seller, assigning to certified by the Buyer all Secretary or the Assistant Secretary of the Seller’s rightSeller as having been duly and validly adopted and as being in full force and effect, title authorizing the execution and interest as tenant thereunderdelivery by the Seller of this Agreement, and the performance by the Seller of its obligations hereunder; (f) a non-competition the resignations of the members of the Board of Directors and non-solicitation agreement substantially officers of the Company and its Subsidiaries as requested by the Buyer in writing prior to the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global PowerClosing; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State;referred to in Section 9.4 herein; and (h) a certificate the Evidence of the Delaware Secretary of State Consents (as hereinafter defined), to the good standing of extent obtained on or prior to the Seller in the State of Delaware as of the most recent practicable dateClosing Date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the SellerSection 1445(b)(2) Certificate (as hereinafter defined); (j) a certificate the duly executed agreement of an officer Parent (as hereinafter defined) in the form of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions;Exhibit 2.3 hereto ("Parent Guaranty"); and (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) all other documents and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment instruments reasonably required to be filed delivered by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably requestpursuant to this Agreement.

Deliveries by the Seller. At the Closing, SAFRAN and the Seller shall deliver or cause to be delivered make available to the Buyer the following items Purchaser (unless or procure the delivery of any of or the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Powermaking available of, as applicable; (dthe case may be) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date;following: (i) duly executed and completed share transfer forms representing the Shares in favor of the Purchaser or its designee(s); (ii) up-to-date share transfer registries and shareholders accounts of the Subsidiary; (iii) certified copy of the by-laws, the minutes of shareholders' meetings evidencing duly completion of the Contribution to the Subsidiary and the related share capital issue in accordance with applicable Law; (iv) unconditional resignation letters, effective on the Closing Date, from all the directors of the Subsidiary, with the exception of those persons the name of which shall be notified by the Purchaser to the Seller no later than fifteen (15) calendar days prior to the Closing Date; (v) a certificate certified copy of an officer the minutes of the meeting of the shareholders of the Subsidiary appointing as directors and corporate officers, subject to the condition precedent of the completion of the sale of the Shares provided for herein, those persons the name of which shall be notified by the Purchaser to the Seller no later than fifteen (15) calendar days prior to the Closing Date; (vi) certified copies of the minutes of the meetings of the supervisory board of SAFRAN and the board of directors of the Seller, certifying approving the limited liability company agreement, including all amendments thereto, of the SellerTransaction; (jvii) a certificate of an officer executed counterparts of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutionsContribution Agreement; (kviii) a certificate executed counterparts of an officer of the Seller to the effect that the conditions set forth all Ancillary Agreements listed in Sections 7.3(aSCHEDULE 5.2.1(viii) and 7.3(b) have been satisfiedhereto; (lix) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment evidence with regard to the Seller’s certificate of formationTransaction that, in accordance with applicable labor laws, all required consultation procedures have been duly carried out and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.authorization of

Deliveries by the Seller. At the Closing, the Seller shall deliver deliver, or cause to be delivered delivered, to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):Purchaser: (a) acknowledgement the Acquired Equity, accompanied by the Membership Interest Transfer Instrument and a duly executed amendment to the limited liability company agreement of receipt Holdings, in each case evidencing the valid transfer of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory Acquired Equity to the BuyerPurchaser, free and clear of all Liens; (b) the officer’s certificates required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (i) the Seller Party Releases, duly executed by each Acquired Company and each of the Seller Released Parties who have executed a xxxx Seller Party Release (which shall in any event include a Seller Party Release from the Seller) and (ii) a release, duly executed by each of sale and assignment and assumption agreement substantially the Seller Released Parties (other than any Acquired Company) who have executed a Seller Party Release (which shall in any event include a Seller Party Release from the Seller), in the form attached hereto as Exhibit B M, in favor of each Acquired Company; (d) a certified copy of the “Xxxx Sale Order; (e) a certified copy of Sale the Confirmation Order; (f) evidence that is satisfactory to the Purchaser that the Energy Management Agreement, dated April 17, 2017, between the Company and Assignment Boston Energy Trading and Assumption Marketing LLC, has been terminated in accordance with its terms or otherwise with no Liability to the Company; (g) the (1) Amended Emera Agreements and (2) New Emera Agreement”), in each case duly executed by the parties thereto; (h) the Woodlands Agreement, duly executed by the Sellerparties thereto; (ci) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”)CAMS Agreement, duly executed by the Seller and/or Global Power, as applicableparties thereto; (dj) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”)Amended O&M Agreement, duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments parties thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to Transition Services Agreement, duly executed by the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedparties thereto; (l) a duly completed executed Internal Revenue Service Form W-9 and executed certification of non-foreign status pursuant to person affidavit that complies with the requirements of U.S. Treasury Regulations Section 1.1445-2(b)(2), each in form and substance reasonably satisfactory to the Purchaser, from each of (1) TTK Power, LLC, (2) the members of TTK Power, LLC and (3) the Treasury RegulationsSeller; (m) the UCC-3 termination statements and other documentation contemplated Agent Release, duly executed by Section 6.7;each Acquired Company; and (n) the Escrow Agreement, duly executed by minute books of the Seller; (o) an amendment to the Seller’s certificate of formationAcquired Companies, and such other necessary documents regarding the limited liability company organization, existence, authorization and similar matters relating to change the Seller’s name to one other than “DeltakAcquired Companies, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company Purchaser may reasonably request.

Deliveries by the Seller. At the Closing, the Seller shall will deliver or cause to be delivered to the Buyer the following items (unless the delivery duly executed instruments of any transfer and assignment of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller Assets in a form reasonably satisfactory to the Buyer, subject only to Permitted Liens, sufficient to vest in the Buyer good and valid title to the Assets to be conveyed at the Closing in accordance with the terms of this Agreement. In addition, at the Closing, the Seller shall deliver to Buyer: (a) the originals (or if not in existence, copies) of all Material Contracts (as hereinafter defined) and the originals of all books, records and files included in the Assets, unless copies have otherwise previously been provided to Buyer or made available to Buyer; (b) a xxxx certificate dated as of sale the Closing Date and assignment signed by the secretary of Seller, certifying the certificate of incorporation, bylaws, board of directors and assumption agreement substantially stockholders approvals and the incumbency of the officers authorized to execute this Agreement and the documents contemplated herein; (c) a certificate of good standing of the Seller issued as of a recent date by the Secretary of State of the Seller’s jurisdiction of incorporation (Delaware) and by the Secretary of State of the State of Texas; (d) executed counterparts reasonably satisfactory in form and substance to the Buyer of all consents listed in Section 2.2(d) of the Disclosure Schedule (the “Consents”), other than those listed on Section 4.3 of the Disclosure Schedule; (e) the Bxxx of Sale, by and between the Buyer and the Seller in the form attached hereto as Exhibit B C, duly executed by the Seller (the “Xxxx Bxxx of Sale and Assignment and Assumption AgreementSale”); (f) the Assignment Agreement, by and between the Buyer and the Seller in the form attached hereto as Exhibit A, duly executed by Seller; (g) the Earnout Agreement, by and between the Buyer, the Parent and the Seller in the form attached hereto as Exhibit B, duly executed by the Seller; (ch) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”)Trademark Assignment Agreement, duly executed by and between the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”)D, duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of (the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date“Trademark Assignment Agreement”); (i) a certificate of an officer consulting agreement duly executed by each of the Seller, certifying the limited liability company agreement, including all amendments thereto, individuals listed on Section 2.2(j) of the SellerDisclosure Schedule, in the form attached hereto as Exhibit E (the “Consulting Agreement”); (j) a certificate of an officer employment offers duly executed by each of the Seller, certifying the resolutions individuals listed on Section 2.2(k) of the member and Disclosure Schedule (the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions“Employment Offers”); (k) a certificate payoff letters in the form reasonably acceptable to Buyer from each of an officer the lenders of the Seller listed in Section 1.2 of the Disclosure Schedule and indicated thereon to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedbe delivering payoff letters; (l) a side letter agreement in the form attached hereto as Exhibit F (“AAFES Side Letter”) duly completed executed by Seller and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsBxxxx; (m) all documents necessary to change the UCC-3 termination statements name of the Seller and other documentation contemplated by Section 6.7;to terminate all of its assumed name filings; and (n) the Escrow Agreement, duly executed all other documents required by the Seller; (o) an amendment terms of this Agreement to be delivered to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following Buyer at the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer Purchaser: (i) certificates or other documents, instruments or certificates evidencing the following items (unless transfer of the delivery Purchased Shares to the Purchaser, free and clear of any Liens (other than those existing under any applicable securities laws), and duly endorsed in blank or accompanied by powers or other instruments of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller transfer duly executed in a form reasonably blank, with all required transfer tax stamps affixed thereto, together with evidence satisfactory to the BuyerPurchaser that the Purchaser has been entered upon the books of the Corporation as the holder of the Purchased Shares; (bii) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Sellercertificate in accordance with Section 6.3(d); (ciii) assignments of any and all Books and Records which relate to the Intellectual Property Assets substantially in Corporation and its operations since the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicableIncorporation Date; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (hiv) a certificate of the Delaware Secretary of State as to the good standing or an Assistant Secretary (or equivalent or higher officer) of the Seller in the State of Delaware as Corporation certifying that attached thereto are (x) true and complete copies of the most recent practicable date; (i) a certificate of an officer bylaws of the SellerCorporation, certifying the limited liability company agreement, including together with all amendments thereto, and (y) true and complete copies of all resolutions adopted by the board of directors of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller Corporation authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) a copy of the certified Articles of Incorporation of the Corporation certified by the Secretary of the State of Florida as of a date not more than seven (7) calendar days prior to the Closing Date; (vi) a good standing certificate for the Corporation from the Secretary of the State of Florida as of a date not more than seven (7) calendar days prior to the Closing Date; (vii) a general release, duly executed by the Seller and each Person who has been, since the Incorporation Date, a director or officer of the Corporation substantially in the form set forth as Exhibit B attached hereto; (viii) a certificate from the Seller prepared in accordance with Treasury Regulation Section 1.1445-2(b), dated as of the Closing Date, certifying that the Seller is not a foreign person within the meaning of Section 1445 of the Code; (ix) resignations of each of the current directors(s) and officer(s) of the Corporation set forth on Schedule 3.3(c), effective automatically as of the Closing; (x) the Shareholders' Agreement duly executed by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the ClosingCorporation; and (pxi) any additional certificatesevidence that information in the National Futures Association's Online Registration System, receiptswith respect to the Corporation, documents has been revised to remove the Seller's principals and instruments as officers and add the Buyer or the Title Company may reasonably requestPurchaser's principals and officers.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items Purchaser (unless the delivery of any or its designee) each of the following items is waived following: (i) An Assignment and Xxxx of Sale, in such form as mutually agreed by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”)parties, duly executed by the Seller, selling, assigning, transferring and delivering to Purchaser all of the Assets, free and clear of any and all Liens (other than Permitted Liens); (cii) assignments A Certificate of the Intellectual Property Assets substantially Secretary of Seller showing the signatures of those officers of Seller, authorized to sign this Agreement on behalf of Seller and certifying that said signatures are the signatures of said authorized officers; (iii) A copy of the Articles of Incorporation and By-Laws of Seller, together with all amendments and supplements thereto, certified by the Secretary of Seller as being true and complete in all material respects; (iv) Good standing certificates of Seller dated no earlier than ten (10) calendar days prior to the Closing Date, certifying respectively (i) that Seller is in good standing in the forms State of Delaware and is qualified to do business in the State of Florida; (ii) that Seller is qualified to do business in all of the other states in which Seller then does business; (v) Resolutions of the shareholders and the directors of Seller certified by the Secretary of Seller as having been duly and validly adopted and as being in full force and effect on the date hereof, authorizing the execution and delivery by Seller of this Agreement and other Transaction Documents, and authorizing the performance by Seller of the transactions contemplated hereby and thereby; (vi) A duly executed certificate of Seller described in Section 8.1 hereof; (vii) Duly executed non-compete agreements from Seller, in a form satisfactory to Purchaser, providing for a five (5) year non-compete term (collectively, the “Non- Competition Agreements”); (viii) Duly executed intellectual property assignments from each of the employees, prior employees, consultants and prior consultants of Seller specified on Schedule 2.3(c)(ix) attached hereto as Exhibit C in a form satisfactory to Purchaser (collectively, the “Intellectual Property Assignments”) (ix) Duly executed assignments from Seller assigning all of Seller’s rights in, duly executed by to and under the Seller and/or Global PowerAssigned Contracts to the Purchaser on such terms and conditions as the Purchaser shall in the exercise of reasonable discretion determine (collectively, as applicablethe “Contract Assignments”); (dx) with respect Duly executed written consents from each of the parties to each of the Assigned Contracts, to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property extent such consent is required pursuant to the Buyer subject to Permitted Encumbrances; (e) with respect terms thereof, consenting to the Leased Real Property, an assignment and assumption of the Occupancy Lease Contracts to the Purchaser, in such form as Purchaser shall in the exercise of reasonable discretion determine (collectively, the “Assignment and Assumption of LeaseConsents”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.

Deliveries by the Seller. At the On Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement all bills of receipt of the Initial Purchase Price less the General Escrow Amount sale, assignments and the Warranty Escrow Amount by the Seller transfers, in a form and content reasonably satisfactory to the Buyersolicitors for the Buyer and the Seller, appropriate to effectively vest good and marketable title to the Assets in the Buyer to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required; (b) a xxxx all instruments of sale assignment of Intellectual Property appropriate to effectively vest good and assignment and assumption agreement substantially marketable title to the Intellectual Property in the form attached hereto as Exhibit B (Buyer to the “Xxxx extent contemplated by this Agreement, and immediately registrable in all places where registration of Sale and Assignment and Assumption Agreement”), duly executed by the Sellersuch instruments is required; (c) assignments any other documents the Buyer may reasonably require to transfer to the Buyer on the Closing Date good and marketable title to the Assets, free and clear of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicableall Encumbrances; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to certifying the effect that truth and accuracy of the conditions set forth representations and warranties and compliance with covenants of the Seller in Sections 7.3(a) and 7.3(b) have been satisfiedthis Agreement, each as of the Closing Date; (le) a duly completed and executed certification direction from the Seller as to the manner of non-foreign status pursuant to Section 1.1445-2(b)(2) registration of the Treasury RegulationsShares, and in the event such shares are to be registered in a name other than the Seller, an Investment Agreement from such registered shareholder in such form as may be required by the Buyer and the Buyer’s solicitors, acting reasonably; (mf) certified copy of the UCC-3 termination statements resolutions of the directors of the Seller approving this Agreement and other documentation the transactions contemplated by Section 6.7hereby; (ng) the Escrow Agreement, duly executed by the Seller; (o) an amendment all books and records relating to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the ClosingAssets; and (ph) any additional certificatesif the parties: (i) settle on a mutually acceptable form of Closing agenda prior to the Closing Date, receiptsthen such other Closing documents as are listed on that Closing agenda as Closing documents to be delivered by the Seller; or (ii) choose not to or are unable to settle on a mutually acceptable form of Closing agenda prior to the Closing Date, documents then such other materials that are, in the opinion of the Seller and instruments as the Buyer acting reasonably, required to be delivered by either the Seller or the Title Company may reasonably requestBuyer in order for it to have met its obligations under this Agreement.

Deliveries by the Seller. At the ClosingClosing Time, the Seller shall deliver or cause caused to be delivered to the Buyer Purchaser (unless previously delivered) the following items (unless documents, agreements, instruments and items, in form and substance satisfactory to the delivery of any of the following items is waived by the Buyer):Purchaser and its legal counsel, acting reasonably: (a) acknowledgement of receipt an executed transfer agreement effecting the transfer of the Initial Purchase Price less Purchased Shares together with the General Escrow Amount and share certificates representing the Warranty Escrow Amount Purchased Shares duly endorsed in blank for transfer or accompanied by the Seller in a form reasonably satisfactory to the Buyeran executed stock transfer power of attorney; (b) a xxxx resignations, effective as of sale the Closing Date, of each director and assignment and assumption agreement substantially in officer of the form attached hereto as Exhibit B (Purchased Subsidiary from whom the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the SellerPurchaser requests such resignations; (c) assignments mutual releases between the Purchased Subsidiary and each officer and director of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicablePurchased Subsidiary; (d) with respect certificate of good standing of the Seller and certificate of good standing of the Purchased Subsidiary dated no earlier than five (5) Business Days prior to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted EncumbrancesClosing Date; (e) with respect evidence in form satisfactory to the Leased Real PropertyPurchaser, an assignment acting reasonably, that all consents, approvals, Orders and assumption authorizations required to be obtained by the Seller for the transfer of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest Purchased Shares as tenant thereunderherein provided have been obtained; (f) a non-competition and non-solicitation agreement substantially certificates dated as of the Closing Date from the Seller in the form agreed form: (i) to the effect that the articles and by-laws attached hereto to the certificate are correct and complete copies of the articles and by-laws of the Seller, as Exhibit D in effect at the Closing Date; (ii) to the “Non-Competition effect that the resolutions of the board of directors of the Seller attached to the certificate approving this Agreement and Non-Solicitation Agreement”), duly authorising signature or execution of the same and of any documents required to be signed or executed by Global Powerthe Seller under this Agreement is a correct and complete copy of the relevant resolutions, which are unamended; and (iii) attaching a copy of the signatures of the individuals authorised to sign this Agreement and/or any of the Closing Documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (g) a copy legal opinions of counsels to the Seller pertaining to corporate and enforceability matters in respect of the certificate of formation of Seller, incorporation and corporate matters relating to the Seller Purchased Subsidiary and all amendments thereto, certified as of the most recent practicable date by Purchased Shares and other customary matters in form and substance reasonably satisfactory to the Delaware Secretary of State;Purchaser and its counsel; and (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware such other conveyances, transfers, approvals, documents, instruments, certificates and registrations dated as of the most recent practicable date; (i) a certificate of an officer Closing Date as would be usual in completing transactions of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of nature contemplated by this Agreement by or as are, in the Seller and opinion of counsel for the Purchaser, reasonably necessary or desirable to consummate the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow this Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer Purchaser the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer1. The Note; (b) a xxxx of sale and assignment and assumption agreement substantially 2. The Registration Rights Agreement, in the form attached hereto as Exhibit B 2.2(a)(2) (the “Xxxx of Sale and Assignment and Assumption Registration Rights Agreement”), duly executed by the Seller;. 3. The legal opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP (c) assignments “Seller’s Counsel”), counsel to the Seller, in the form previously agreed upon by the parties. 4. A certificate of the Intellectual Property Assets substantially in Secretary of the forms attached hereto as Exhibit C Seller (the “Intellectual Property AssignmentsSecretary’s Certificate”), duly executed by in form and substance reasonably satisfactory to the Purchaser, certifying, on behalf of the Seller and/or Global Power, as applicable;follows: (di) with respect that attached to the Owned Real Property, Secretary’s Certificate is a limited warranty deed, duly executed true and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a complete copy of the certificate of formation incorporation of the Seller and all amendments thereto, certified as a true and complete copy of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer Bylaws of the Seller, certifying each as in effect on the limited liability company agreement, including all amendments thereto, of the SellerClosing Date; (jii) a certificate that attached to the Secretary’s Certificate are true and complete copies of an officer of the Seller, certifying the resolutions of the member and the Seller’s Board of Directors of the Seller authorizing the execution, delivery and performance by the Seller of this Agreement and the Related Documents (as defined below), and approving the consummation by the Seller and of the transactions contemplated hereby hereby, including the authorization and issuance of the Note, and that such said resolutions have not been modified, rescinded or otherwise changed since the date are in full force and effect as of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an Closing Date without amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closingmodification; and (piii) any additional certificatesthe names and true signatures of the officers of the Seller signing this Agreement on behalf of the Seller and all other documents to be delivered at the Closing pursuant to this Agreement. 5. A certificate of the President of the Seller (the “President’s Certificate”), receiptsin form and substance reasonably satisfactory to the Purchaser, documents and instruments certifying, on behalf of the Seller as follows: (i) based on the number of shares of Common Stock outstanding immediately prior to the Closing as advised by the Seller’s transfer agent, which equals the number of shares of Common Stock outstanding as of December 31, 2003 plus the number of shares of Common Stock issued upon exercise of outstanding options since December 31, 2003, the maximum number of shares of Common Stock into which the Note is convertible as of the Closing Date constitutes 19.9% of the number of shares of Common Stock outstanding as of the Closing Date; (ii) such other matters as required by this Agreement; and (iii) such other matters as the Buyer or the Title Company Purchaser may reasonably request. 6. The resignation of the director of the Seller identified pursuant to Section 6.1(c) hereof. 7. Such other documents as the Purchaser shall reasonably request.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):Purchaser: (a) acknowledgement of receipt an original stock certificate representing the Shares, duly and validly issued by Filene’s Basement in the name of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form Purchaser, together with evidence reasonably satisfactory to the BuyerPurchaser that the stock certificate(s) representing the Shares issued to the Seller have been cancelled; provided, that if requested by the lenders under the Credit Agreement, the Purchaser shall, immediately upon receipt of such certificate, deliver and pledge such certificate to the lenders under the Credit Agreement pursuant to a non-recourse collateral pledge of stock agreement that is reasonably satisfactory, in form and substance, to the Purchaser; (b) a xxxx an assignment agreement with respect to the LLC Interests whereby the Purchaser is substituted as the sole member of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”)FB Services, duly executed by the Seller; (c) assignments evidence of the Intellectual Property Assets substantially in resignation of all of the forms attached hereto as Exhibit C officers and the members of the board of directors of Filene’s Basement and board of managers of FB Services and FB Leasing Services LLC (the “Intellectual Property AssignmentsFB Leasing”), duly executed but only, in either event, if required by the Seller and/or Global Power, as applicablePurchaser in connection with the Closing; (d) with respect the limited liability company and corporate books, unit ledgers and stock ledgers, minute books and corporate and company seal or their functional equivalents of Filene’s Basement, FB Services and FB Leasing; provided, however, that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.2(d) if such item has been delivered to, or is otherwise located at, the Owned Real Propertycorporate offices of Filene’s Basement at 00 Xxxxxxxxx Xxxxx, a limited warranty deedXxxxx 000, duly executed and notarized by Xxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 on the Sellerdate of this Agreement or the offices of Filene’s Basement’s counsel, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrancesat Vorys, Xxxxx, Xxxxxxx & Xxxxx LLP at 00 Xxxx Xxx Xxxxxx, Xxxxxxxx, Xxxx 00000-0000; (e) with respect all consents and approvals to the Leased Real Property, an assignment and assumption sale of the Occupancy Lease (Shares and the “Assignment reorganization contemplated by Section 5.14 and Assumption any other aspect of Lease”)the transactions contemplated by this Agreement, duly executed to the extent required by the Seller, assigning to lenders under the Buyer all Credit Agreement as of the Seller’s right, title and interest as tenant thereunderClosing; (f) a noncertification in a form reasonably satisfactory to the Purchaser pursuant to Treas. Reg. §1.1445-competition and non-solicitation agreement substantially in 2(b)(2) stating that the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global PowerSeller is not a foreign person; (g) a copy of the certificate of formation of the Seller and all amendments theretoShared Services Agreement, certified as of the most recent practicable date duly executed by the Delaware Secretary of StateDSW; (h) evidence in a certificate form reasonably satisfactory to the Purchaser that the following transactions have been completed: (A) prior to the Closing, FB Services was formed as a direct subsidiary of the Delaware Secretary Seller, and FB Leasing was formed as a direct subsidiary of State as FB Services, and (B) Filene’s Basement thereafter transferred, conveyed and assigned to FB Leasing certain leases pursuant to Assignment and Assumption of Lease Agreements reasonably satisfactory, in form and substance, to the good standing of the Seller in the State of Delaware as of the most recent practicable datePurchaser; (i) evidence in a certificate of an officer form reasonably satisfactory to the Purchaser of the Seller, certifying consent by DSW to the limited liability company agreement, including all amendments thereto, release of Filene’s Basement under Section 10.08 of the SellerTax Separation Agreement, dated July 5, 2005, among the Seller and its affiliates and DSW and its affiliates; (j) evidence in a certificate of an officer of form reasonably satisfactory to the Seller, certifying the resolutions of the member and the Board of Directors of Purchaser that the Seller authorizing has received all corporate authorizations required of it in order to complete the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions;Closing Date Transactions; and (k) a certificate of an officer of any other documents, instruments and writings reasonably required to be delivered at the Closing by the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status Purchaser pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow this Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory 1. Irrevocable instruction letter to the BuyerCompany's transfer agent, accompanied by an appropriate legal opinion, for the issuance of one certificate evidencing 1,000,000 Shares of Common Stock, duly authorized, issued, fully paid and non-assessable, registered in the name of Purchaser; (b) a xxxx of sale and assignment and assumption agreement substantially 2. The Registration Rights Agreement, in the form attached hereto as Exhibit B EXHIBIT A (the “Xxxx of Sale and Assignment and Assumption "Registration Rights Agreement”"), duly executed by the Seller;. 3. A legal opinion of Law Offices of Dan Brecher (c) assignments "Seller's Counsel"), counsel to the Sellex, xx xxxx and substance satisfactory to the Purchaser. 4. A certificate of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation Secretary of the Seller (the "Secretary's Certificate"), in form and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as substance satisfactory to the good standing of the Seller in the State of Delaware Purchaser, certifying as of the most recent practicable date;follows: (i) that attached to the Secretary's Certificate is a certificate true and complete copy of an officer the Certificate of Incorporation of the Seller, certifying the limited liability company agreementas amended to date, including all amendments thereto, certificates of designation and documents or instruments amending or restating the Certificate of Incorporation of the Seller; (jii) that a certificate true copy of an officer the Bylaws of the Seller, certifying as amended to the date hereof, is attached to the Secretary's Certificate; (iii) that attached thereto are true and complete copies of the resolutions of the member and the Board of Directors of the Seller (A) authorizing the execution, delivery and performance of this Agreement by the Seller and the Registration Rights Agreement, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated hereby including, but not limited to, the authorization and that such resolutions have not been modified, rescinded or otherwise changed since the date issuance of the original resolutionsCommon Stock; (kvi) a certificate of an officer at the Closing, that the representations and warranties herein are true and complete as of the date thereof, and that there has not occurred any event which has had a Material Adverse Effect on the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;or any Subsidiary, (lvii) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments matters as the Buyer or the Title Company Purchaser may reasonably request. 5. Such other documents as the Purchaser shall reasonably request.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered the following to the Buyer the following items (unless the delivery of as well as any of the following items is waived other deliveries required by the BuyerForeign Transfer Agreement): (a) acknowledgement of receipt Stock certificates representing all of the Initial Purchase Price less shares of capital stock of each of the General Escrow Amount and the Warranty Escrow Amount Nonwovens Subject Subsidiaries, in each case accompanied by the Seller stock powers duly executed in a form reasonably satisfactory to the Buyer;blank or duly executed instruments of transfer. (b) a Special warranty deeds, in recordable form, with respect to the Nonwovens Real Properties owned by the Seller or any of its subsidiaries (other than the Nonwovens Subject Subsidiaries). (c) A duly executed xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as of Exhibit B to this Agreement (the “"Xxxx of Sale and Assignment and Assumption Agreement”Sale"), duly executed by together with such other appropriate instruments of transfer as the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the SellerBuyer may reasonably request, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s rightpersonal and intangible property owned or held by the Seller as of the Effective Time which is included in the Nonwovens Assets (other than the Nonwovens Assets owned or held by Nonwovens Subject Subsidiaries). (d) Duly executed instruments of assignment (including any required consents thereto) of the Nonwovens Leases to which the Seller or any of its subsidiaries (other than the Nonwovens Subject Subsidiaries) is a party, title in recordable form if and interest as tenant thereunder;to the extent necessary with respect to those relating to real property or interests therein. (e) Duly executed instruments of assignment (including any required consents thereto) of the Nonwovens Contracts to which the Seller or any of its subsidiaries (other than the Nonwovens Subject Subsidiaries) is a party. (f) a non-competition and non-solicitation agreement substantially Duly executed instruments of assignment or transfer of the Nonwovens Intellectual Property owned or held by the Seller or any of its subsidiaries (other than the Nonwovens Subject Subsidiaries), in form suitable for recording in the form attached hereto as Exhibit D (appropriate office or bureau, and the “Non-Competition and Non-Solicitation Agreement”)original certificates, duly executed by Global Power;if available, of such Nonwovens Intellectual Property together with any powers of attorney necessary to make the conveyance effective. (g) a copy Duly executed instruments of assignment of the certificate of formation Nonwovens Bank Accounts of the Seller and all amendments thereto, certified as or any of its subsidiaries (other than the most recent practicable date by the Delaware Secretary of State;Nonwovens Subject Subsidiaries). (h) a certificate Copies of the Delaware Secretary of State any consents set forth on Schedule 2.4(h) obtained as to the good standing of the Seller in the State of Delaware as of the most recent practicable date;contemplated by Sections 7.1(d) and 7.3(f). (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member The Undertaking and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Indemnity Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller;. (oj) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed The Foreign Acquisition Agreements duly executed by the Seller within two (2) Business Days following the Closing; andrelevant Foreign Nonwovens Subsidiaries. (pk) any additional certificatesSuch other and further instruments of conveyance, receipts, documents assignment and instruments transfer as the Buyer or the Title Company may reasonably requestrequest for the more effective conveyance and transfer of any of the Nonwovens Assets. (l) The certificates contemplated by Sections 7.3 and 7.4.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):: 2 (a) acknowledgement of receipt an assignment of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”)Membership Interest, duly executed by the Seller, assigning to the Buyer all of the Seller’s rightinterest in the Membership Interest to the Buyer, title in a form satisfactory to the Seller and interest the Buyer (the “Assignment”); (b) a distribution agreement, duly executed by the Seller and the Company, in a form satisfactory to the Seller and the Buyer; (c) a termination of that certain Services Agreement, dated as tenant thereunder; of July 6, 2018, between the Seller and the Company, which termination shall be included in the Distribution Agreement, duly executed by the Seller and the Company, in a form satisfactory to the Seller and the Buyer; (d) a consent, waiver and joinder to the Operating Agreement, duly executed by the Company and Biggerbizz, in a form satisfactory to the Seller and the Buyer (the “Consent, Waiver and Joinder”); (e) a recently issued certificate of good standing of the Seller, issued by the Secretary of State of the State of Delaware; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”)certificate, duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified dated as of the most recent practicable date Closing Date, executed by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying that (i) the limited liability company agreementresolutions, including all amendments theretoas attached to such certificate, of were duly adopted by the Seller; (j) a certificate of an officer sole member of the Seller, certifying authorizing and approving the resolutions execution of this Agreement and the consummation of the member transactions contemplated hereby, and that such resolutions remain in full force and effect, and (ii) the Board articles of Directors organization and operating agreement of the Seller authorizing attached to such certificate are those currently in effect; (g) an account satisfaction and transition agreement, dated as of the executionClosing Date, delivery duly executed by Greenlane Holdings, Inc. (“Greenlane”), the Company and performance of this Agreement by RSL Blunt Productions, S.R.L. (“RSL”), in a form satisfactory to the Seller and the transactions contemplated hereby Buyer (the “ASTA”); and that such resolutions have not been modified(h) a funds flow memorandum, rescinded or otherwise changed since the date dated as of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow AgreementClosing Date, duly executed by the Seller; (o) an amendment , in a form satisfactory to the Seller’s certificate of formation, Buyer and such other necessary documents to change the Seller, providing for the Buyer’s name to one other than disbursement of the Purchase Price as specified therein (the “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably requestFunds Flow Memorandum”).

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer Purchaser the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer1. The Note; (b) a xxxx of sale and assignment and assumption agreement substantially 2. The Registration Rights Agreement, in the form attached hereto as Exhibit B 2.2(a)(2) (the “Xxxx of Sale and Assignment and Assumption "Registration Rights Agreement”"), duly executed by the Seller;. 3. The legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”"Seller's Counsel"), duly executed by the Seller and/or Global Power, as applicable; (d) with respect counsel to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D previously agreed upon by the parties. 4. A certificate of the Secretary of the Seller (the “Non-Competition and Non-Solicitation Agreement”"Secretary's Certificate"), duly executed by Global Power;in form and substance reasonably satisfactory to the Purchaser, certifying, on behalf of the Seller as follows: (gi) that attached to the Secretary's Certificate is a true and complete copy of the certificate of formation incorporation of the Seller and all amendments thereto, certified as a true and complete copy of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer Bylaws of the Seller, certifying each as in effect on the limited liability company agreement, including all amendments thereto, of the SellerClosing Date; (jii) a certificate that attached to the Secretary's Certificate are true and complete copies of an officer of the Seller, certifying the resolutions of the member and the Seller's Board of Directors of the Seller authorizing the execution, delivery and performance by the Seller of this Agreement and the Related Documents (as defined below), and approving the consummation by the Seller and of the transactions contemplated hereby hereby, including the authorization and issuance of the Note, and that such said resolutions have not been modified, rescinded or otherwise changed since the date are in full force and effect as of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an Closing Date without amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closingmodification; and (piii) any additional certificatesthe names and true signatures of the officers of the Seller signing this Agreement on behalf of the Seller and all other documents to be delivered at the Closing pursuant to this Agreement. 5. A certificate of the President of the Seller (the "President's Certificate"), receiptsin form and substance reasonably satisfactory to the Purchaser, documents and instruments certifying, on behalf of the Seller as follows: (i) based on the number of shares of Common Stock outstanding immediately prior to the Closing as advised by the Seller's transfer agent, which equals the number of shares of Common Stock outstanding as of December 31, 2003 plus the number of shares of Common Stock issued upon exercise of outstanding options since December 31, 2003, the maximum number of shares of Common Stock into which the Note is convertible as of the Closing Date constitutes 19.9% of the number of shares of Common Stock outstanding as of the Closing Date; (ii) such other matters as required by this Agreement; and (iii) such other matters as the Buyer or the Title Company Purchaser may reasonably request. 6. The resignation of the director of the Seller identified pursuant to Section 6.1(c) hereof. 7. Such other documents as the Purchaser shall reasonably request.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered is delivering to the Buyer the following items (unless delivered previously) the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement stock certificates representing the Shares accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of receipt of the Initial Purchase Price less the General Escrow Amount transfer, with all necessary transfer tax and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyerother revenue stamps affixed thereto; (b) a xxxx of sale and assignment and assumption agreement substantially in receipt for the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the SellerEstimated Purchase Price; (c) assignments copies of the Intellectual Property Assets substantially in Certificates of Incorporation and By- laws of the forms attached hereto as Exhibit C (Seller and the “Intellectual Property Assignments”)Company, duly executed certified by the Secretaries of the Seller and/or Global Powerand the Company, respectively, as applicablebeing complete and correct; (d) with respect to the Owned Real Propertystock books, a limited warranty deed, duly executed stock ledgers and notarized by minute books of the Seller, transferring Company (all other records of the Owned Real Property to Company being located on the Buyer subject to Permitted Encumbrancespremises of the Company); (e) with respect copies of the resolutions adopted by the Board of Directors of the Seller, certified by the Secretary of the Seller as having been duly and validly adopted and as being in full force and effect, authorizing, among other things, the execution and delivery by the Seller of this Agreement, the Termination Agreement and the Other Documents executed and delivered by the Seller pursuant hereto or in connection herewith, and the performance by the Seller of its obligations hereunder and thereunder; (f) copies of the resolutions adopted by the Board of Directors of the Company, certified by the Secretary of the Company as having been duly and validly adopted and as being in full force and effect, authorizing, among other things, the termination of the Guaranty and the execution and delivery by the Company of the Termination Agreement, and the performance by the Company of its obligations thereunder; (g) certificates evidencing the good standing of the Seller and the Company under the laws of the State of Delaware; (h) the resignations of the officers and directors of the Company as requested by the Buyer prior to the Leased Real Property, an assignment and assumption Closing; (i) a duly executed Certificate of the Occupancy Lease (the “Assignment and Assumption of Lease”), Non-Foreign Status duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller;B; and (j) a certificate of an officer executed counterparts (or, in the case of the Sellerconsents referred to in Section 1.4(a) hereof, certifying the resolutions copies thereof) of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement all Consents (as defined in Section 2.6 hereof) obtained by the Seller and the transactions contemplated hereby Company in connection with this Agreement and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably requestOther Documents.

Deliveries by the Seller. (a) Concurrently with the execution of this Agreement, the Seller shall deliver or cause to be delivered to the Purchaser: (i) a true and complete copy, certified by the Secretary or Assistant Secretary of the Parent, of the resolutions duly and validly adopted by the Board of Directors of the Parent evidencing its authorization and delivery of the Guarantee in the form attached hereto as Exhibit 2.05(a) (the “Parent Guarantee”) dated as of the date hereof and the Transition Services Agreement and the transactions contemplated thereby; (ii) a true and complete copy, certified by the Secretary or Assistant Secretary of the Seller of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Seller; (iii) a true and complete copy, certified by the Secretary or Assistant Secretary of the Parent, of the resolutions duly and validly adopted by the Parent, as the sole stockholder of the Seller, evidencing its authorization the sale of the Shares contemplated hereby by the Seller; and (iv) the Parent Guarantee duly and validly executed by the Parent in the form attached hereto. (b) At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):Purchaser: (ai) acknowledgement of receipt of stock certificates evidencing the Initial Purchase Price less the General Escrow Amount Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyerwith all required stock transfer tax stamps affixed; (bii) a xxxx an executed counterpart of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Transition Services Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (hiii) a certificate of the Delaware Secretary of State as to the good standing a duly authorized officer of the Seller certifying that the resolutions described in Section 2.05(a)(ii) and Section 2.05(a)(iii) have not been rescinded, modified, amended or qualified in any way since the State of Delaware as of the most recent practicable date;date thereof and continue to be in full force and effect. (iiv) a certificate of an a duly authorized officer of the Seller, Seller certifying as to the limited liability company agreement, including all amendments thereto, of the Sellermatters set forth in Section 8.02(a) and Section 8.02(b); (jv) duly executed resignations of each of the officers of the Companies set forth on Section 2.05(b)(v) of the Disclosure Schedule and each of the directors of the Companies, or in the absence of any resignation, a duly and validly adopted resolution removing such person; and (vi) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an duly authorized officer of the Seller to certifying that any Payoff Indebtedness of either of the effect that Companies has been repaid in full and extinguished in accordance with Section 2.04(a) and that, as of the conditions Closing, the Companies have no liability or obligation for any Indebtedness (other than as set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of on such certificate or reflected on, or reserved against in, the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably requestMost Recent Audited Balance Sheet).

Deliveries by the Seller. At the Closing, the Seller or the other indicated parties shall execute and deliver or cause provide to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):: (ai) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx Bill of Sale and Assignment conveying the Purchased Assets, in substantially the form attached as EXHIBIT D; (ii) the Assignment and Assumption Agreement”), duly executed by in substantially the Sellerform attached as EXHIBIT E; (ciii) assignments of either (y) UCC-3 termination statements as are required to terminate and release all liens on the Intellectual Property Purchased Assets substantially in (including without limitation the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”Liens disclosed on SCHEDULE 9.11), duly executed by or (z) letters of creditors indicating that such Liens shall be released and discharged on the Seller and/or Global PowerSeller's payment of identified amounts payable, as applicablein each case except for the permitted liens ("Permitted Liens") listed on SCHEDULE 8.2(A)(III); (div) Assignment, Assumption and Landlord Consent assigning Seller's leasehold interest in and its obligations under the Scranton Acres Lease; (v) certificates, dated as of a date no earlier than 15 days before the Closing Date, duly issued by the appropriate governmental authority in the State of Texas, reflecting that Seller is in existence and in good standing in such state; (vi) a premises lease with The Rex Group, Inc., as Landlord, and the Buyer, as Xxnant, with respect to the Owned Real Propertyfacility in Houston, a limited warranty deed, duly executed and notarized Texas currently leased by the Seller, transferring in substantially the Owned Real Property to form attached as EXHIBIT F (the Buyer subject to Permitted Encumbrances"Ardmore Lease Agreement"); (evii) with respect the Security Agreement granting a lien in favor of the Seller on the Purchased Assets that is subordinate to the Leased Real PropertyBuyer's primary secured lender, an assignment and assumption of in substantially the Occupancy Lease form attached as EXHIBIT G (the “Assignment "Security Agreement"); (viii) a Termination Agreement with Thomas C. Landreth ("Landreth") under which the Xxxxxx xxx Xxxxxxth agree to the termination of that certaxx Xxxxxyment Agreement, that certain Non-Competition Agreement between them, each dated as of October 26, 1992, and Assumption of Lease”), duly executed by any other agreements between Landreth and the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially release each other in the form attached hereto as Exhibit D xxxxection therewith (the “Non-Competition and Non-Solicitation "Termination Agreement”"), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (pix) any additional certificatessuch other documents, receipts, documents instruments and instruments as certificates necessary or appropriate in connection with the Buyer or Seller's sale and transfer of the Title Company may reasonably requestPurchased Assets and transfer and assignment of the Assumed Liabilities.

Deliveries by the Seller. At the Closing, the Seller shall deliver will deliver, or cause to be delivered delivered, the following to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):: (a) acknowledgement The Bxxx of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”)Sale, duly executed by the Seller; (b) Copies of any and all governmental and other third party consents, waivers or approvals obtained by the Seller with respect to the transfer of the Acquired Assets, or the consummation of the transactions contemplated by this Agreement, together with notice to, and if required by the terms thereof, consents by other Persons that are parties to such Seller's Agreements, Real Property Agreements and Transferable Permits to the extent obtained by the Seller; (c) assignments The opinion of counsel and officer's certificate contemplated by Section 7.1; (d) One or more quitclaim deeds conveying the Intellectual Real Property Assets to the Buyer, substantially in the forms attached hereto as form of Exhibit C F hereto, duly executed and acknowledged by the Seller in recordable form, and any owner's affidavits or similar documents reasonably required by the title company; (e) All Ancillary Agreements to which the “Intellectual Property Assignments”)Seller is a party, duly executed by the Seller and/or Global Power, as applicable; (d) with respect to and the Owned Real Property, a limited warranty deed, duly executed and notarized by other parties thereto other than the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunderBuyer; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow AgreementA FIRPTA Affidavit, duly executed by the Seller; (og) an amendment to The Power Purchase Agreement, duly executed by the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed Amendatory Agreements duly executed by the Seller within two and the Sponsors set forth therein; (2h) Business Days following The Interconnection Agreement duly executed by VELCO; (i) The Seller's Decommissioning Funds Certificate, if required by the ClosingSeller's Decommissioning Trust Agreement; (j) Copies, certified by the Secretary or Assistant Secretary of the Seller, of corporate resolutions of the stockholders and board of directors of the Seller authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Seller in connection herewith, and the consummation of the transactions contemplated hereby; (k) A certificate of the Secretary or Assistant Secretary of the Seller identifying the name and title and bearing the signatures of the officers of the Seller authorized to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered by the Seller in connection herewith; (l) A certificate of good standing with respect to the Seller (dated a date reasonably close to the Closing Date), issued by the Secretary of State of the State of Vermont; (m) To the extent available, originals of all written Seller's Agreements, Real Property Agreements, Permits and Environmental Permits and, if not available, true and correct copies thereof, provided that such documents shall be delivered at the Site; (n) The assets of the Decommissioning Funds to be transferred pursuant to Section 6.10 shall be delivered to the Trustee under the Buyer's Post-Closing Decommissioning Trust Agreement; (o) Evidence that the Mortgage Indentures have or will be released; (p) All such other instruments of assignment, transfer or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary or desirable to transfer to the Buyer the Acquired Assets, in accordance with this Agreement and where necessary or desirable in recordable form; and (pq) any additional certificatesSuch other agreements, receiptsconsents, documents documents, instruments and instruments writings as are reasonably required to be delivered by the Buyer Seller at or prior to the Title Company may Closing Date pursuant to this Agreement or otherwise reasonably requestrequired in connection herewith.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement a certificate or certificates representing the Membership Interest or other evidence of receipt ownership, duly and validly endorsed in favor of the Initial Purchase Price less the General Escrow Amount Buyer or accompanied by a separate membership interest power duly and the Warranty Escrow Amount validly executed by the Seller or otherwise sufficient to vest in a form reasonably satisfactory the Buyer good title, free and clear of all Encumbrances, to the BuyerMembership Interest; (b) a xxxx evidence satisfactory to the Buyer acting reasonably of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx receipt of Sale and Assignment and Assumption Agreement”), duly executed by the Sellereach Seller Required Regulatory Approval required hereunder; (c) assignments of the Intellectual Property Assets substantially in Uxxx 00 Facility Sublease and the forms attached hereto as Exhibit C (Uxxx 00 Xxxx Xxx-Xxxxxxxx and the “Intellectual Property Assignments”)exhibits thereto, each duly executed by the Seller and/or Global Power, as applicableUnit 40 Sublessor and Ravenswood; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted EncumbrancesSeller Closing Certificate; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Transition Services Agreement, duly executed by the Seller; (of) the Buyer's Break-up Guaranty, for termination thereof; (g) an amendment executed certificate of non-foreign status satisfying the requirements of Treasury Regulation Section 1.445-2(b)(2); (h) evidence satisfactory to the Seller’s certificate Buyer acting reasonably of formation, and such other necessary documents to change (i) the Seller’s name 's compliance with Section 7.13 and (ii) the termination of all powers of attorney related to one the signing authority of any Person with respect to the bank accounts set forth as item 1 on Section 5.19 of the Seller Disclosure Schedules; (i) evidence satisfactory to the Buyer acting reasonably of the assignment of the Global Common Greenport Agreement to an Affiliate of the Seller other than “Deltakthe Companies and the full, L.L.C.” unconditional and irrevocable release of Services in connection therewith; (j) written resignations of the directors and officers (or any derivation persons holding similar offices) of each Company, such resignations to be effective concurrently with the Closing on the Closing Date; (k) the Sublease Guaranty, duly executed by Seller's Guarantor and National Grid USA; (i) evidence satisfactory to the Buyer acting reasonably of completion of the Restructuring in accordance with Section 7.12 of the Seller Disclosure Schedules and (ii) a certificate executed by an officer of Seller as to compliance with the covenants applicable on or prior to the Closing and accuracy of the representations and warranties, in each case, as set forth in the Transfer Agreement and evidence reasonably requested by Buyer to corroborate the accuracy of such certificate; (m) evidence satisfactory to the Buyer acting reasonably that Ravenswood has been designated as a "copy party" (at an address designated by the Buyer) to (i) the Lessee (as defined in the Facility Lease) under the Facility Lease pursuant to Section 22.2 thereof, such amendment (ii) the Ground Sublessee (as defined in the Site Sublease) under the Site Sublease pursuant to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.Section

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory 1. Irrevocable instruction letter to the BuyerCompany's transfer agent, accompanied by an appropriate legal opinion, for the issuance of one certificate evidencing 1,000,000 Shares of Common Stock, duly authorized, issued, fully paid and non-assessable, registered in the name of Purchaser; (b) a xxxx of sale and assignment and assumption agreement substantially 2. The Registration Rights Agreement, in the form attached hereto as Exhibit B EXHIBIT A (the “Xxxx of Sale and Assignment and Assumption "Registration Rights Agreement”"), duly executed by the Seller;. 3. A legal opinion of Law Offices of Xxx Xxxxxxx (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”"Seller's Counsel"), duly executed by the Seller and/or Global Power, as applicable; (d) with respect counsel to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property in form and substance satisfactory to the Buyer subject to Permitted Encumbrances;Purchaser. (e) with respect to the Leased Real Property, an assignment and assumption 4. A certificate of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation Secretary of the Seller (the "Secretary's Certificate"), in form and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as substance satisfactory to the good standing of the Seller in the State of Delaware Purchaser, certifying as of the most recent practicable date;follows: (i) that attached to the Secretary's Certificate is a certificate true and complete copy of an officer the Certificate of Incorporation of the Seller, certifying the limited liability company agreementas amended to date, including all amendments thereto, certificates of designation and documents or instruments amending or restating the Certificate of Incorporation of the Seller; (jii) that a certificate true copy of an officer the Bylaws of the Seller, certifying as amended to the date hereof, is attached to the Secretary's Certificate; (iii) that attached thereto are true and complete copies of the resolutions of the member and the Board of Directors of the Seller (A) authorizing the execution, delivery and performance of this Agreement by the Seller and the Registration Rights Agreement, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated hereby including, but not limited to, the authorization and that such resolutions have not been modified, rescinded or otherwise changed since the date issuance of the original resolutionsCommon Stock; (kvi) a certificate of an officer at the Closing, that the representations and warranties herein are true and complete as of the date thereof, and that there has not occurred any event which has had a Material Adverse Effect on the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;or any Subsidiary, (lvii) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments matters as the Buyer or the Title Company Purchaser may reasonably request. 5. Such other documents as the Purchaser shall reasonably request.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to Purchasers the Buyer following: (1) Irrevocable instruction letter to the following items (unless Company's transfer agent, accompanied by an appropriate legal opinion, for the delivery issuance of any two common stock certificates evidencing in the aggregate 500,000 Shares of Common Stock, duly authorized, issued, fully paid and non-assessable, registered in the name of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyerrespective Purchaser; (b2) a xxxx of sale and assignment and assumption agreement substantially The Registration Rights Agreement, in the form attached hereto as Exhibit B A (the “Xxxx of Sale and Assignment and Assumption "Registration Rights Agreement”"), duly executed by the Seller;. (c3) assignments A legal opinion of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C Law Offices of Dan Brecher (the “Intellectual Property Assignments”"Seller's Counsel"), duly executed by the Seller and/or Global Power, as applicable; (d) with respect counsel to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property in xxxx xxx xubstance satisfactory to the Buyer subject to Permitted Encumbrances;Purchasers. (e4) with respect to the Leased Real Property, an assignment and assumption A certificate of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation Secretary of the Seller (the "Secretary's Certificate"), in form and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as substance satisfactory to the good standing of the Seller in the State of Delaware Purchasers, certifying as of the most recent practicable date;follows: (i) that attached to the Secretary's Certificate is a certificate true and complete copy of an officer the Certificate of Incorporation of the Seller, certifying the limited liability company agreementas amended to date, including all amendments thereto, certificates of designation and documents or instruments amending or restating the Certificate of Incorporation of the Seller; (jii) that a certificate true copy of an officer the Bylaws of the Seller, certifying as amended to the date hereof, is attached to the Secretary's Certificate; (iii) that attached thereto are true and complete copies of the resolutions of the member and the Board of Directors of the Seller (A) authorizing the execution, delivery and performance of this Agreement by the Seller and the Registration Rights Agreement, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated hereby including, but not limited to, the authorization and that such resolutions have not been modified, rescinded or otherwise changed since the date issuance of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the ClosingCommon Stock; and (piv) at the Closing, that the representations and warranties herein are true and complete as of the date thereof, and that there has not occurred any additional certificates, receipts, documents and instruments as event which has had a Material Adverse Effect on the Buyer Seller or the Title Company may reasonably requestany Subsidiary;.

Deliveries by the Seller. (a) On or before the Effective Date, the Seller shall deliver to the Escrow Agent the following (the “Seller Escrow Deliverables”): (i) original stock certificates representing the Shares, along with a stock power, signature medallion guaranty, duly endorsed in blank, sufficient to transfer the Shares from the Seller to the Buyer; (ii) an escrow agreement, dated the date hereof (the “Escrow Agreement”), by and among Seller, Bxxxx, the Additional Sellers and Gxxxxx Xxxxxx Nxxxxxx PLLC as the escrow agent (the “Escrow Agent”) duly executed by Seller, each Additional Seller and the Escrow Agent; (b) At the Closing, the Seller shall deliver or cause to be delivered to the Buyer or to its agent or representative the following items (unless the delivery of any of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption AgreementSeller Closing Deliverables”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (oii) an amendment irrevocable instruction letter to the Company’s transfer agent directing the transfer agent to register the Shares in the name of the Buyer on the books of the Company, and/or any other documentation required by the Company’s transfer agent. (iii) resolutions of Seller’s certificate board of formation, and such other necessary documents to change directors authorizing all the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment transactions contemplated by this Agreement; (iv) the duly executed resignation of Jxxxxxxx Xxxxx to be filed effective as of the Closing Date; (v) all other documents, instruments and writings required by this Agreement to be delivered by the Seller within two at the Closing and any other related documents requested by Buyer or its counsel in connection with this Agreement. (2c) Business Days following At the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or Seller shall deliver to the Title Company may reasonably requestEscrow Agent irrevocable instructions directing the Escrow Agent to release the Seller Escrow Deliverables to the Buyer.

Deliveries by the Seller. At (a) . On the ClosingClosing Date, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless following, in form and substance reasonably satisfactory to the delivery of any of the following items is waived by the Buyer):Buyer and its counsel: (a) acknowledgement of receipt a certificate of the Initial Purchase Price less Seller, executed by an authorized representative of the General Escrow Amount Seller, dated as of the Closing Date, certifying that the conditions to Closing set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (b) physical possession and control of the Purchased Assets; (c) a wire transfer of all cash amounts in the Accounts at Closing in excess of the Retained Cash in accordance with the wire transfer instructions designated by the Buyer two Business Days prior to the Closing Date; (d) a certificate of the Seller, executed by an authorized representative of the Seller, certifying (i) the Seller Board (after receiving the unanimous favorable recommendation of the Special Committee) has unanimously approved the execution, delivery and performance of the Transaction Documents and the Warranty Escrow Amount consummation of the transactions contemplated thereby (with copies of the resolutions duly adopted by the Seller Board attached), and (ii) the incumbency of the officer or officers of the Seller signing the Transaction Documents; (e) a copy of the Fairness Opinion; (f) fully executed stock powers in a form reasonably satisfactory to the Buyer; (b) a xxxx of sale Buyer and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global PowerSeller Subsidiary Stock; (g) a copy duly executed Bill of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of StateSale; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable dateduly executed Assignment anx Xxsumption Agreement; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Sellerduly executed Trademark Assignment Agreement; (j) a certificate of an officer of duly executed documents necessary to transfer the Seller, certifying Accounts to the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions;Buyer; and (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as shall be reasonably necessary to effect the Buyer or intent of this Agreement and consummate the Title Company may reasonably requesttransactions contemplated hereby.

Deliveries by the Seller. At the Closing, the Seller shall deliver deliver, or cause to be delivered delivered, to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):following: (a) acknowledgement duly executed instruments of receipt of the Initial Purchase Price less the General Escrow Amount transfer and the Warranty Escrow Amount by the Seller sold notes (in a form complying with the Stamp Duty Ordinance (Chapter 117, as amended, of the Laws of Hong Kong)) in respect of the Transferred Shares in favor of the Buyer and/or its nominee(s); (b) such other documents (including any power of attorney) as may be required to give good title to the Transferred Shares or which may be necessary to enable the Buyer or its nominee(s) to procure the registration of the same in the name of the Buyer or its nominee(s); (c) a duly executed counterpart of each of the Ancillary Agreements (other than the Shareholders’ and Registration Rights Agreement); (d) evidence of the obtaining of, or the filing with respect to, the Seller Required Approvals; (e) the certificate to be delivered pursuant to Section 6.2(e); (f) an opinion of counsel to the Seller pursuant to Section 6.2(h); (g) in respect of each Transferred Subsidiary, share certificates (where applicable) in respect of all issued shares and declarations of trust, if any, in respect of any shares that are held by nominees and an indemnity in the agreed form for any lost share certificates; (h) in respect of each Transferred Subsidiary, the statutory and minutes books (which shall be written up to but not including the Closing Date), share certificate books, common seal, certificate of incorporation, business registration certificate, together with copies of the Memorandum and Articles of Association, check books, books of account (all complete and written up to the Closing Date); and (i) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the Buyer; (b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller; (c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable; (d) with respect may be required to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property give effect to the Buyer subject to Permitted Encumbrances; (e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder; (f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation this Agreement”), duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller; (j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (l) a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (m) the UCC-3 termination statements and other documentation contemplated by Section 6.7; (n) the Escrow Agreement, duly executed by the Seller; (o) an amendment to the Seller’s certificate of formation, and such other necessary documents to change the Seller’s name to one other than “Deltak, L.L.C.” or any derivation thereof, such amendment to be filed by the Seller within two (2) Business Days following the Closing; and (p) any additional certificates, receipts, documents and instruments as the Buyer or the Title Company may reasonably request.