Common use of Deliveries by the Seller Clause in Contracts

Deliveries by the Seller. At the Closing the Seller shall deliver the following instruments and documents to the Buyer or their designees: (a) the Xxxx of Sale as provided in Section 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 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 said representations and warranties are, by the execution and 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 F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designees:the following items (unless the delivery of any of the following items is waived by the Buyer): (a) acknowledgement of receipt of the Xxxx of Sale as provided Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in Section 1.1a form reasonably satisfactory to the Buyer; (b) copies a xxxx of resolutions sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of the Seller's Board of Directors authorizing the execution of this Agreement Sale and the consummation of the transactions Assignment and conveyance of Purchased Assets contemplated hereinAssumption Agreement”), which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date duly executed by the Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location assignments of the BusinessIntellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), all Seller's booksduly executed by the Seller and/or Global Power, records, documents and other written materials included as part of the Purchased Assetsapplicable; (d) with respect to the opinion of counsel provided for in Section 6.5Owned 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) an executed counterpart with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption Agreement of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as provided in Section 2.3tenant thereunder; (f) A certificatea non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), dated duly executed by Global Power; (g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the Closing Date 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 Closing Certificate"in the State of Delaware as of the most recent practicable date; (i) and executed by a certificate of an officer of the Seller, certifying that the limited liability company agreement, including all amendments thereto, of the Seller; (ij) all representations a certificate of an officer of the Seller, certifying the resolutions of the member and warranties the Board of Directors of the Seller contained in authorizing the execution, delivery and performance of this Agreement were true by the Seller and accurate as of the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of this Agreement the original resolutions; (unless such representations and warranties expressly speak as k) a certificate of a 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 said representations and warranties are, by the execution and delivery an officer of the Seller Closing Certificate, made again on to the effect that the conditions set forth in Sections 7.3(a) and as 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 Closing Date Treasury Regulations; (m) the UCC-3 termination statements and are then true 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 accurate as though then made (unless such representations and warranties expressly speak as other necessary documents to a specific date change the Seller’s name to one other than the date thereof and“Deltak, in L.L.C.” or any casederivation thereof, 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 such amendment to be performed or complied with filed by the Seller prior to or on within two (2) Business Days following the Closing Date; (g) An executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Agreement")Closing; and (hp) An executed counterpart to any additional certificates, receipts, documents and instruments as the Service and Installation AgreementBuyer or the Title Company may reasonably request.

Deliveries by the Seller. At Subject to the Closing conditions set forth in this Agreement, at or prior to the Closing, the Seller shall deliver the following instruments and documents or cause to the Buyer or their designeesbe delivered to Buyer: (a) the Xxxx of Sale as provided in Section 1.1Rights Agreement, duly executed by the Seller ; (b) copies a xxxx of resolutions sale and assignment agreement, in form and substance reasonably satisfactory to the Buyer (the “Xxxx 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 hereinSale”), which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date duly executed by the Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location subscription list in respect of the BusinessBuyer Stock Closing Consideration, all Seller's books, records, documents and other written materials included as part of duly executed by the Purchased AssetsSeller (the “Subscription List”); (d) 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 opinion of counsel provided for Intellectual Property Rights included in Section 6.5the Acquired Assets and pursuant to which Buyer assumes all the Assumed Liabilities; (e) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (f) A a certificate, dated as of the Closing Date ("Seller Closing Certificate") and Date, executed by an authorized officer of the Seller, certifying that (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 representations resolutions of the board of directors (or equivalent governing body) and warranties holders of voting securities of the Seller contained in authorizing the transactions contemplated hereby or otherwise relating to this Agreement were true and accurate as of the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereoftransactions contemplated hereby, and that all such resolutions are 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 full force and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again on at 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; (f) the Seller Closing Certificate; (g) An 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 counterpart by the OCS; (i) subject to the Transition Services Agreement in provisions of Section 6.12 true, correct and complete copies of all Product Records currently possessed by the form attached hereto as Exhibit F Seller; (j) the "Transition Services Agreement")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 Business; and (hl) An executed counterpart such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Service Acquired Assets, and Installation Agreementsimultaneously with such deliveries, all such steps will be taken by Seller as may be required to put Buyer in actual possession and operating control of the Acquired Assets.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer Purchaser (or their designeesits designee) each of the following: (ai) the Xxxx certificates, documents and instruments of Sale transfer and conveyances set forth in Section 2.2 of this Agreement duly endorsed or executed by the Seller, as provided in Section 1.1therein; (bii) copies of resolutions A Certificate of the Seller's Board Secretary of Directors authorizing Company showing the execution signatures of those officers of Company, authorized to sign this Agreement on behalf of Company and certifying that said signatures are the signatures of said authorized officers; (iii) A copy of the Articles of Incorporation and 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 consummation directors of Company certified by the transactions Secretary of Company as having been duly and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified validly adopted and as true, correct and being 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 specific date other than on 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 said representations and warranties are, by authorizing the execution and delivery by Seller of this Agreement and other Transaction Documents, and authorizing the performance by Seller of the Seller Closing Certificate, made again on transactions contemplated hereby 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 Datethereby; (gvi) An A duly executed counterpart to certificate of Seller described in Section 8.3 hereof; (vii) Duly executed employment agreement from the Transition Services Agreement Key Company Employees in the a form attached hereto as Exhibit F 2.3(c)(vii) (the "Transition Services Agreement"“Employment Agreements”) which shall provide a minimum three (3) year term, and 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 the like; (viii) [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 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 consent of the landlord under such Lease to such assignment; (xiii) Duly executed confidentiality agreements from each of Company’s employees that are offered and accept employment with 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 “Confidentiality Agreements”); (xiv) [Intentionally Omitted]; (xv) the original corporate record books and stock record books of the Company; and (hxvi) An executed counterpart All other documents necessary or appropriate, in the reasonable opinion of Purchaser, to effectuate the Service purchase and Installation sale of the Purchased Stock at the Closing, free and clear of all Liens (other than Permitted Liens), in accordance with the provisions of this Agreement.

Deliveries by the Seller. 7.1 At the Closing the Seller shall shall: a) Do all such things and deliver all such documentation which is required to perfect the following instruments 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 or their designees: (a) a transcript from the Xxxx Bahamas register, in which the FPSO Sevan Piranema is registered, which shall confirm that the Company is the owner of Sale as provided in Section 1.1the FPSO Sevan Piranema, and that no Encumbrance is registered over the FPSO Sevan Piranema; (bc) copies of resolutions deliver to the Buyer a copy 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 License executed by the Secretary of the Seller; (cd) Deliver possession deliver to the Buyer at the Round Lake, Illinois, location copy of the Business, all Seller's books, records, documents and other written materials included as part minutes of a meeting of the Purchased Assetsboard of directors of the Company approving the transfer of the Shares to the Buyer without any conditions or reservations; (de) deliver to the opinion Buyer written evidence of counsel provided for in Section 6.5the resignation effective as at Closing by the current members of the board of the Company and the Subsidiary, and that 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; (ef) an executed counterpart deliver to the Assumption Agreement Buyer written evidence that the Company and 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 provided in Section 2.3an increase of the face value of the Shares (or Subsidiary Shares, if applicable) and not by issuance of new Shares (or Subsidiary Shares, if applicable), with the exception of the debt from the Subsidiary towards the Seller and Sevan Marine Do Brasil Ltda, which will be forgiven by the Seller; (fg) A certificate, dated as evidence satisfactory to the Buyer of fulfilment of the conditions precedent for Closing Date ("Seller Closing Certificate"as set out in section 10; h) 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 deliver a copy of a 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 said representations and warranties are, by the execution and delivery of the notice from 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 Company that the form attached hereto Remaining Debt with effect from Closing has been assigned to the Buyer as Exhibit F (the "Transition Services Agreement")new creditor; and (hi) An executed counterpart deliver to the Service Buyer such other documents and Installation instruments as the Buyer may reasonably request in order to properly perfect the Buyer’s rights under this Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents (or cause to be delivered) to the Buyer Purchaser originals or their designeescopies, if specified, of the following: (a) assignments or other instruments of transfer with respect to the Xxxx of Sale Contributed Interests as provided requested by the Purchaser, duly endorsed in Section 1.1blank, and, to the extent the Contributed Interests are certificated, certificates representing the Contributed Interests; (b) copies of resolutions a joinder to the amended and restated operating agreement 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 Purchaser dated as of the Closing Date date hereof (the “Greenlane Operating Agreement”), in form and substance satisfactory to the Purchaser, in its reasonable discretion, duly executed by the Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location counterparts of the Business, all Seller's books, recordsother agreements, documents and other written materials included as part instruments required to be delivered by the Seller pursuant to this Agreement or any of the Purchased AssetsRelated Agreements, duly executed by the Seller; (d) copies of each consent, waiver, authorization and approval required in connection with the opinion consummation of counsel provided for the transactions contemplated hereby, including those contemplated pursuant to Section ‎‎4.04 of this Agreement, in Section 6.5each case, in form and substance satisfactory to the Purchaser; (e) an executed counterpart a Certificate of Good Standing of the Company issued by the Secretary of State of the State of Delaware and of each other state or jurisdiction in which the Company is qualified to do business, dated within five (5) Business Days of the Assumption Agreement as provided in Section 2.3Closing Date; (f) A certificate, dated as a Certificate of the Closing Date ("Seller Closing Certificate") and executed by an officer of the Seller, certifying that (i) all representations and warranties Good Standing of the Seller contained in this Agreement were true and accurate as issued by the Secretary of State of the date State of this Agreement Delaware and of each other state or jurisdiction in which the Company is qualified to do business, dated within five (unless such representations and warranties expressly speak as 5) Business Days of a 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 said representations and warranties are, by the execution and 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 a copy of all Governing Documents of the Company, including: (i) the Certificate of Formation or similar document of the Company, together with all amendments thereto, certified as true, complete and correct by the Secretary of State of the State of Delaware; and (ii) the Amended and Restated Operating Agreement of the Company, together with all amendments thereto and/or restatements thereof certified as true, complete and correct and in full force and effect by the Manager of the Company; (h) a copy of all Governing Documents of the Seller, including: (i) the Articles of Organization or similar document of the Seller, together with all amendments thereto, certified as true, complete and correct by the Secretary of State of the State of California; and (ii) the Operating Agreement of the Seller, together with all amendments thereto and/or restatements thereof certified as true, complete and correct and in full force and effect by the Manager of the Company; (i) IRS Forms W-9 from the Seller and an affidavit dated as of the Closing Date in form and substance reasonably satisfactory to the Transition Services Agreement Purchaser, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Code; (j) evidence in form and substance reasonably satisfactory to the Purchaser of the consent by the Landlord to the assignment of the Standard Industrial/Commercial Multi-Tenant Lease for the 000 Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx, XX property; (k) evidence in form and substance reasonably satisfactory to the Purchaser of the conversion of all outstanding Convertible Notes of the Company into units of the Seller, and the discharge of all outstanding Debt in connection with such Convertible Notes, in each case, prior to the Closing; (l) evidence of revised bank access documentation providing Xxxxx XxXxxxxx and Xxxx Xxxxxxxxxx with access and control upon Closing over the accounts referenced in Schedule ‎4.28 from and after Closing; (m) employment agreements duly executed by each of Xxxxxx Xxxxxxx and Xxxxx Xxxxx, in substantially the form attached hereto as Exhibit F C-1 and C-2, respectively (collectively, the "Transition Services Agreement"“Employment Agreements”); (n) an assignment of all Intellectual Property owned by any of the Employees that is used in or necessary to the Business as operated or proposed to be operated by the Company; and (ho) An executed counterpart to all other documentation reasonably requested by the Service and Installation AgreementPurchaser.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesthe following: (a) certificates and stock powers duly executed by the Xxxx Seller evidencing the transfer of Sale as provided in Section 1.1such Transferred Securities by the Seller to the Buyer; (b) duly executed copies of resolutions (i) payoff letters, releases and discharges (or agreements therefor) relating to the Closing Debt to be Discharged, which shall include customary provisions terminating obligations of the Seller's Board Purchased Companies under any and all documentation evidencing or relating to such Closing Debt to be Discharged, other than obligations that customarily survive such terminations, and which shall include, if applicable, commitments to release all Liens relating to such Closing Debt to be Discharged upon the Closing, each in form and substance reasonably satisfactory to Buyer, and (ii) full and unconditional releases of Directors authorizing any and all guarantees by the execution Purchased Companies of this Agreement and any Parent Indebtedness (other than in respect of any release effectuated automatically under the consummation relevant documents of the transactions Parent Indebtedness), each in form 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 Sellersubstance reasonably satisfactory to Buyer; (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 Assetsevidence that each agreement or arrangement set forth on Schedule 5.6 has been terminated; (d) (i) written resignations effective as of Closing of any manager, director, officer or attorney-in-fact of the opinion Purchased Companies designated in writing by the Buyer at least three (3) Business Days prior to the Closing Date, and (ii) with respect to any legal representative, general manager, director and/or supervisor of counsel provided for any PRC Purchased Company designated in Section 6.5writing by the Buyer at least three (3) Business Days prior to the Closing Date, two (2) original executed counterparts of the board and shareholder resolutions of each such PRC Purchased Company and two (2) original executed counterparts of the removal letters issued by the shareholder of each such PRC Purchased Company, in each case, authorizing the resignation and removal of such legal representative, general manager, director or supervisor, with each such resignation to take effect upon Closing; (e) a certificate of an executed counterpart to authorized officer of the Assumption Agreement Seller and the Company (in each case in such officer’s capacity as provided such an officer and not in his or her individual capacity) certifying that the conditions set forth in Section 2.3;8.2(a) and Section 8.2(b) have been satisfied. (f) A certificatea certificate from the Seller, in form and substance required under Treasury Regulations Section 1.1445-2(b)(2), dated no earlier than thirty (30) days prior to the Closing Date, certifying that the Seller is not a foreign person within the meaning of Section 1445 of the Code; (g) certificates, dated as of the Closing Date ("Seller Closing Certificate") and executed signed by an the secretary or equivalent officer of the Seller, certifying that (i) all representations and warranties each of the Seller contained and the Company (in his or her capacity as such), attaching the resolutions duly adopted by its members, managers, directors or shareholders, as applicable, authorizing the execution, delivery and performance of this Agreement, each Ancillary Agreement were true to which such Person is a party and accurate as the consummation of the date of this Agreement transactions contemplated hereby and thereby; (unless such representations and warranties expressly speak as of a 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; (iih) all of said representations and warranties are, by the execution and 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 duly executed copies by the Seller prior (and its Affiliates) of all Ancillary Agreements to or on be executed and delivered by the Closing Date; Seller (gand its Affiliates) An executed counterpart to and the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Company under this Agreement"); and (hi) An executed counterpart an audited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2015, September 30, 2016 and September 30, 2017, including an unqualified opinion of Xxxxx Xxxxxxxx LLP that, in their judgment, the financial records and statements of the Company and its Subsidiaries are fairly and appropriately presented, and in accordance with GAAP (it being acknowledged that, if sooner received by Seller, Seller shall deliver the foregoing to Buyer within two (2) Business Days following the Service receipt of the finalized audited consolidated balance sheet and Installation Agreementauditor’s opinion).

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver will deliver, or cause to be delivered, the following instruments and documents to the Buyer or their designeesBuyer: (a) The Bxxx of Sale, duly executed by the Xxxx of Sale as provided in Section 1.1Seller; (b) copies Copies of resolutions any and all governmental and other third party consents, waivers or approvals obtained by the Seller with respect to the transfer of the Seller's Board of Directors authorizing the execution of this Agreement and Acquired Assets, or the consummation of the transactions contemplated by this Agreement, together with notice to, 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 if required by the Secretary of 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) Deliver possession to Buyer at the Round Lake, Illinois, location The opinion of the Business, all Sellercounsel and officer's books, records, documents and other written materials included as part of the Purchased Assetscertificate contemplated by Section 7.1; (d) One or more quitclaim deeds conveying the opinion Real Property to the Buyer, substantially in the form of counsel provided for Exhibit F hereto, duly executed and acknowledged by the Seller in Section 6.5recordable form, and any owner's affidavits or similar documents reasonably required by the title company; (e) an All Ancillary Agreements to which the Seller is a party, duly executed counterpart to by the Assumption Agreement as provided in Section 2.3Seller and the other parties thereto other than the Buyer; (f) A certificateFIRPTA Affidavit, dated as of the Closing Date ("Seller Closing Certificate") and duly executed by an officer the Seller; (g) The Power Purchase Agreement, duly executed by the Seller, and the Amendatory Agreements duly executed by the Seller and the Sponsors set forth therein; (h) The Interconnection Agreement duly executed by VELCO; (i) The Seller's Decommissioning Funds Certificate, if required by the Seller's Decommissioning Trust Agreement; (j) Copies, certified by the Secretary or Assistant Secretary of the Seller, certifying that (i) all representations of corporate resolutions of the stockholders and warranties board of directors 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 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 said representations and warranties are, by authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Seller Closing Certificatein connection herewith, made again on and as the consummation of the Closing Date transactions contemplated hereby; (k) A certificate of the Secretary or Assistant Secretary of the Seller identifying the name and are then true title and accurate as though then made 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; (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 l) A certificate of good standing 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 (dated a date reasonably close to be performed or complied with by the Seller prior to or on the Closing Date), issued by the Secretary of State of the State of Vermont; (gm) An executed counterpart 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 Transition Services Agreement 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 form attached hereto as Exhibit F (reasonable opinion of the "Transition Services Agreement")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 (hq) An executed counterpart Such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Seller at or prior to the Service and Installation AgreementClosing Date pursuant to this Agreement or otherwise reasonably required in connection herewith.

Deliveries by the Seller. At or prior to the Closing Closing, the Seller shall ------------------------ deliver the following instruments and documents to the Buyer or their designeesthe following, each dated the Closing Date and duly executed by the Seller: (a) One or more Assignment and Assumption Agreements, together with general warranty deeds for each parcel of Owned Real Property, bills of sale and other conveyance documents (collectively, the Xxxx of Sale "Conveyance Documents") with respect to tangible property included in the Purchased Assets in forms acceptable to Buyer and that are necessary to transfer the Purchased Assets to Buyer or as provided in Section 1.1required by respective state laws and requirements; (b) copies Possession of the Purchased Assets and the Real Property Leases, the Personal Property Leases and all other Purchased Contracts listed in any schedule hereto; (c) Certificates of title for all vehicles included in the Purchased Assets, duly endorsed for transfer to the Buyer; (d) Other instruments of transfer reasonably requested by the Buyer to evidence the transfer of the Purchased Assets to the Buyer and consummation of the transactions contemplated hereby, including assignments with respect to any Intellectual Property to be registered, recorded or filed with any Governmental Authority, in a form suitable for registration, recordation or filing with such Governmental Authority, in each case duly executed by the Seller; (e) A certificate, dated the Closing Date, of the Seller certifying as to the compliance by the Seller with Sections 8.1 and 8.2; (f) A certificate of the Secretary of the Seller certifying resolutions of the Seller's Board board of Directors directors of the Seller approving and authorizing the execution execution, delivery and performance of this Agreement by the Seller and the Ancillary Agreements to which the Seller is a party and the consummation by the Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Seller); (g) Purposely omitted; (h) The Consents set forth on Schedule 4.3 and all Consents and waivers of any Governmental Authority or other Third Party that are otherwise required in connection with the execution and delivery of this Agreement or any Ancillary Agreement, the performance of the Seller of its obligations hereunder or thereunder, and the consummation of the transactions contemplated hereby and conveyance thereby, each of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct be in form and in full force and effect as substance reasonably satisfactory to the Buyer. If the Third Party is provided notice of the Closing Date by Sale Motion and such Third Party does not object in writing to the Secretary assumption and assignment of the SellerPurchased Contracts nor otherwise communicate to the Seller or the Bankruptcy Court an objection to any such assumption and assignment (including by making an oral objection at any hearing on the Sale Motion), the consent of such Third Party shall be deemed given or deemed unnecessary upon the entry of the Sale Approval Order; (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; (fi) A certificate, dated as in the form prescribed by Treasury regulations under Section 1445 of the Closing Date ("Code, that the Seller Closing Certificate") and executed by an officer is not a foreign Person within the meaning of Section 1445 of the SellerCode; (j) Marked-up Title Commitments in such amounts as the Buyer determines insuring that (i) good and indefeasible fee simple title to the Owned Real Property is vested in the Buyer and containing no exceptions to title except the Permitted Encumbrances; and (ii) good and indefeasible leasehold estates to the Leased Real Property is vested in the Buyer (if the Buyer chooses to obtain leasehold title policies); (k) Purposely omitted; (l) Certificates of Good Standing for Seller in each state where Real Property is located; (m) Seller's/Owner's Affidavit as required by the Title Company; (n) The Transition Services Agreement, certifying the Escrow Agreement, and the Toll Manufacturing Agreement; (o) Evidence of release of the Encumbrances (other than Permitted Encumbrances) on the Purchased Assets described on Schedule 11.2(o); (p) The Bid Procedures Order and Sale Approval Order entered by the Bankruptcy Court with respect to the transactions contemplated by this Agreement; (q) Evidence reasonably satisfactory to Buyer that (i) all representations and warranties of the Cure Amounts will be paid by Seller contained in this Agreement were true and accurate as out of the date proceeds of this Agreement sale and (unless such representations ii) all relevant taxing authorities and warranties expressly speak as all other Notice Parties have been notified of a specific date other than the date hereofSale Motion and the proposed Sale Approval Order, and in any casehave been given an opportunity to object thereto, without giving effect which objections (if any) have been overruled by the Bankruptcy Court or withdrawn; and (r) Such other documents and instruments as may be reasonably required 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 consummate the transactions contemplated by this Agreement or expressly consented to in writing by and the Buyer; (ii) all of said representations and warranties are, by the execution and 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 F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation AgreementAncillary Agreements.

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 or their designees:(as well as any other deliveries required by Foreign Transfer Agreement): (a) Stock certificates representing all of the Xxxx shares of Sale as provided capital stock of each of the Nonwovens Subject Subsidiaries, in Section 1.1;each case accompanied by stock powers duly executed in blank or duly executed instruments of transfer. (b) copies of resolutions of Special warranty deeds, in recordable form, with respect to 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 Nonwovens Real Properties owned by the Secretary Seller or any of its subsidiaries (other than the Seller;Nonwovens Subject Subsidiaries). (c) Deliver possession A duly executed xxxx of sale substantially in the form of Exhibit B to this Agreement (the "Xxxx of Sale"), together with such other appropriate instruments of transfer as the Buyer at may reasonably request, transferring to the Round Lake, Illinois, location Buyer all of the Business, all Seller's books, records, documents personal and other written materials included intangible property owned or held by the Seller as part of the Purchased Assets;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 opinion Nonwovens Leases to which the Seller or any of counsel provided for its subsidiaries (other than the Nonwovens Subject Subsidiaries) is a party, in Section 6.5;recordable form if and to the extent necessary with respect to those relating to real property or interests therein. (e) an Duly executed counterpart instruments of assignment (including any required consents thereto) of the Nonwovens Contracts to which the Assumption Agreement as provided in Section 2.3;Seller or any of its subsidiaries (other than the Nonwovens Subject Subsidiaries) is a party. (f) A certificate, dated as Duly executed instruments of assignment or transfer of the Closing Date ("Seller Closing Certificate") and executed Nonwovens Intellectual Property owned or held 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 or any of the date of this Agreement its subsidiaries (unless such representations and warranties expressly speak as of a specific date other than the date hereofNonwovens Subject Subsidiaries), in form suitable for recording in the appropriate office or bureau, and in the original certificates, if available, of such Nonwovens Intellectual Property together with any case, without giving effect powers of attorney necessary 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 make the Buyer; (ii) all of said representations and warranties are, by the execution and 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;conveyance effective. (g) An Duly executed counterpart to instruments of assignment of the Transition Services Agreement in Nonwovens Bank Accounts of the form attached hereto as Exhibit F Seller or any of its subsidiaries (other than the "Transition Services Agreement"Nonwovens Subject Subsidiaries); and. (h) An Copies of any consents set forth on Schedule 2.4(h) obtained as contemplated by Sections 7.1(d) and 7.3(f). (i) The Undertaking and Indemnity Agreement duly executed counterpart to by the Service Seller. (j) The Foreign Acquisition Agreements duly executed by the relevant Foreign Nonwovens Subsidiaries. (k) Such other and Installation Agreementfurther instruments of conveyance, assignment and transfer as the Buyer may reasonably request 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 Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesPurchaser the following: (a) the Xxxx a Bxxx of Sale as provided in Section 1.1duly executed by the Seller and each of the applicable Seller Parties; (b) copies of resolutions an Assumption Agreement duly executed by the Seller and each of the Seller's Board applicable Seller Parties; (c) the Right of Directors authorizing Superficies duly executed by Crompton B.V.; (d) the execution of this Agreement Special Warranty Deeds duly executed by the Seller or the applicable Seller Parties, as the case may be, for each Transferred Owned Real Property; (e) a Patent Assignment duly executed by the Seller and the consummation of applicable Seller Parties; (f) a Trademark Assignment duly executed by the transactions Seller and conveyance of Purchased Assets contemplated hereinthe applicable Seller Parties; (g) the Transition Services Agreement duly executed by the Seller; (h) the Supply Agreements duly executed by the Seller or Crompton B.V. and Crompton Europe B.V., which resolutions shall have been certified as true, correct the case may be; (i) the Production Agreement duly executed by Crompton B.V. and in full force and effect as of Crompton Europe B.V.; (j) the Closing Date Proration Amount, if payable by the Secretary Seller pursuant to Section 2.7; (k) the certificate contemplated by Section 7.1, duly executed by the President or any Vice President of the Seller; (cl) Deliver possession to Buyer at the Round Lakeexecuted real property transfer tax forms and returns in connection with Section 6.10(c), Illinois, location of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Assetsif applicable; (dm) such affidavits, indemnities and information as the opinion Purchaser's title insurance company shall reasonably require in order to insure the Purchaser's or any Purchaser Designee's title to the Transferred Owned Real Property in accordance with this Agreement (including an affidavit that the Transferred Owned Real Property is not subject to leases, occupancy agreements, possessory rights, options or rights of counsel provided for in Section 6.5first refusal); (en) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (f) A certificate, dated as a certificate of the Closing Date ("Seller Closing Certificate") and executed by secretary or an assistant secretary or other appropriate officer of the Seller, certifying that (i) all representations and warranties resolutions of the Seller contained in this Agreement were true and accurate as board of directors of the date Seller, approving and authorizing the execution, delivery and performance by the Seller of this Agreement (unless such representations and warranties expressly speak as of a specific date other than its Related Agreements and 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 said representations and warranties are, by the execution and 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 consummation by the Seller prior to or of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Closing Date; (g) An executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Agreement"Seller); and (ho) An executed counterpart such other documents as are reasonably necessary to vest in the Purchaser and the Purchaser Designees title to the Service and Installation AgreementPurchased Assets or as may be reasonably requested by the Purchaser in connection with the Closing.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents deliver, or cause to be delivered, to the Buyer or their designeesPurchaser: (a) the Xxxx Acquired Equity, accompanied by the Membership Interest Transfer Instrument and a duly executed amendment to the limited liability company agreement of Sale as provided Holdings, in Section 1.1each case evidencing the valid transfer of the Acquired Equity to the Purchaser, free and clear of all Liens; (b) copies of resolutions of the Seller's Board of Directors authorizing the execution of this Agreement officer’s certificates required to be delivered pursuant to Sections 10.1(a) 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 Seller10.1(b); (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; (di) 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 certificateSeller Party Releases, dated as of the Closing Date ("Seller Closing Certificate") and duly executed by an officer of the Seller, certifying that (i) all representations each Acquired Company and warranties each of the Seller contained in this Agreement were true and accurate as of the date of this Agreement Released Parties who have executed a Seller Party Release (unless such representations and warranties expressly speak as of a specific date other than the date hereof, and which shall in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have event include a Material Adverse Effect Seller Party Release from the Seller) and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of said representations and warranties area release, duly executed by the execution and delivery each of the Seller Closing Certificate, made again on and as of the Closing Date and are then true and accurate as though then made Released Parties (unless such representations and warranties expressly speak as to a specific date other than the date thereof and, any Acquired Company) who have executed a Seller Party Release (which shall in any case, without giving effect to any standard, qualification or exception with respect to "materiality"event include a Seller Party Release from the Seller), 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 F M, in favor of each Acquired Company; (d) a certified copy of the "Sale Order; (e) a certified copy of the Confirmation Order; (f) evidence that is satisfactory to the Purchaser that the Energy Management Agreement, dated April 17, 2017, between the Company and Boston Energy Trading and 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 parties thereto; (i) the CAMS Agreement, duly executed by the parties thereto; (j) the Amended O&M Agreement, duly executed by the parties thereto; (k) the Transition Services Agreement", duly executed by the parties thereto; (l) a duly executed Internal Revenue Service Form W-9 and non-foreign 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 Seller; (m) the Agent Release, duly executed by each Acquired Company; and (hn) An executed counterpart the minute books of the Acquired Companies, and such other documents regarding the limited liability company organization, existence, authorization and similar matters relating to the Service and Installation AgreementAcquired Companies, as the Purchaser may reasonably request.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents is delivering to the Buyer or their designees(unless delivered previously) the following: (a) stock certificates representing the Xxxx Shares accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of Sale as provided in Section 1.1transfer, with all necessary transfer tax and other revenue stamps affixed thereto; (b) copies of resolutions of a receipt for 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 SellerEstimated Purchase Price; (c) Deliver possession to Buyer at the Round Lake, Illinois, location copies of the Business, all Seller's books, records, documents Certificates of Incorporation and other written materials included as part By- laws of the Purchased AssetsSeller and the Company, certified by the Secretaries of the Seller and the Company, respectively, as being complete and correct; (d) the opinion stock books, stock ledgers and minute books of counsel provided for in Section 6.5the Company (all other records of the Company being located on the premises of the Company); (e) an 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 counterpart to and delivered by the Assumption Agreement as provided Seller pursuant hereto or in Section 2.3connection herewith, and the performance by the Seller of its obligations hereunder and thereunder; (f) A certificate, dated as copies of the Closing Date ("Seller Closing Certificate") and executed resolutions adopted by an officer the Board of Directors of the SellerCompany, certifying that (i) all representations and warranties certified by the Secretary of the Seller contained Company as having been duly and validly adopted and as being in this Agreement were true full force and accurate as effect, authorizing, among other things, the termination of the date of this Agreement (unless such representations Guaranty and warranties expressly speak as of a 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 said representations and warranties are, by the execution and delivery by the Company of the Seller Closing CertificateTermination Agreement, 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 performance 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 DateCompany of its obligations thereunder; (g) An executed counterpart 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 Transition Services Agreement in Closing; (i) a duly executed Certificate of Non-Foreign Status duly executed by the form Seller, attached hereto as Exhibit F (the "Transition Services Agreement")B; and (hj) An executed counterpart counterparts (or, in the case of the consents referred to in Section 1.4(a) hereof, copies thereof) of all Consents (as defined in Section 2.6 hereof) obtained by the Service Seller and Installation Agreementthe Company in connection with this Agreement and the Other Documents.

Deliveries by the Seller. At Concurrently with the Closing execution of this Agreement, the Seller shall deliver the following instruments and documents to the Buyer or their designeesthe following items: (a) possession of the Xxxx of Sale as provided in Section 1.1Purchased Assets; (b) copies of the Articles of Incorporation (or equivalent organizational document) of Seller, certified by the applicable authority of the Seller’s jurisdiction of organization, and copies of the Bylaws (or equivalent governing document) of Seller, certified by an officer of Seller; (c) a reasonably current certificate of good standing of Seller issued by the Secretary of State or equivalent authority in Seller’s respective jurisdiction of organization; (d) copies of resolutions of the Seller's Board of Directors authorizing and the sole stockholder of Seller approving the execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and conveyance thereby, certified by an officer of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct and in full force and effect as Seller; (e) a copy of the Closing Date Xxxx of Sale, in the form of Exhibit A attached hereto, executed by the Secretary of the Seller; (cf) Deliver possession to Buyer at the Round Lake, Illinois, location a copy of the BusinessAssignment and Assumption Agreement, in the form of Exhibit B attached hereto, executed by the Seller; (g) all Seller's bookswarranties of all machinery and equipment, records, documents and other written materials included as part all guarantees from all manufacturers and suppliers relating to any of the Purchased Assets; (dh) all Assumed Contracts and all files and other data and documents relating to the opinion of counsel provided for in Section 6.5Purchased Assets; (ei) an executed counterpart appropriate termination statements under the Uniform Commercial Code and other instruments as may be requested by the Buyer to extinguish all Indebtedness of the Seller related to the Assumption Agreement as provided in Section 2.3Business or the Purchased Assets and all security interests related thereto to the extent directed by the Buyer; (fj) A certificatea copy of an employment agreement between the Buyer and Xxxxxxx Xxxxxx, dated as of the Closing Date ("Seller Closing Certificate") and in a mutually agreeable form, duly executed by Xxxxxxx Xxxxxx (the “Employment Agreement”); (k) a copy of a Transition Services Agreement, in the form of Exhibit C attached hereto, duly executed by the Seller and the Parent (the “Transition Services Agreement”); (l) a certificate of an officer of the SellerCompany, certifying that (i) all representations and warranties of the Seller contained in this Agreement were true and accurate dated as of the date of this Agreement (unless such representations and warranties expressly speak as Agreement, setting forth in sufficient detail acceptable to the Buyer the aggregate amount of a 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 said representations and warranties are, by the execution and delivery Indebtedness 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 DateSeller; (gm) An executed counterpart to the Transition Services Agreement a certification in the form attached hereto contained in Treasury Regulation Section 1.1445-2(b)(2)(iv) to the effect that Seller is not a “foreign person” within the meaning of Section 1445 of the Code and duly executed by an executive officer of Seller; (n) estoppel certificates, waivers, collateral access agreements and non-disturbance agreements relating to the Real Property, as Exhibit F (requested by the "Transition Services Agreement")Buyer or its lenders, each in a form reasonably acceptable to the Buyer and its lenders; and (ho) An executed counterpart such other documents and instruments as the Buyer shall reasonably request to consummate the Service and Installation Agreementtransactions contemplated hereby.

Deliveries by the Seller. At the Closing the Closing, Seller shall will deliver or cause to be delivered the following instruments and documents to the Buyer or their designeesBuyer: (a) Certificates representing the Xxxx Purchased Units, in each case accompanied by unit powers or unit transfer forms duly endorsed in blank or accompanied by duly executed instruments of Sale as provided in Section 1.1transfer; (b) copies The resignations of resolutions all members of the Seller's Board of Directors authorizing the execution of this Agreement and the consummation of the transactions Company and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified each Company Subsidiary (as true, correct and defined) other than as indicated by Buyer in full force and effect as of writing prior to the Closing Date by the Secretary of the SellerClosing; (c) Deliver possession to Buyer at the Round LakeThe stock books, Illinoisstock ledgers, location minute books and corporate seals of the Business, all Seller's books, records, documents Company and other written materials included as part of the Purchased Assetseach Company Subsidiary; (d) the opinion of counsel provided for in The certificates contemplated by Section 6.57.04 hereof; (e) an An executed counterpart to of the Assumption Tax Sharing and Indemnification Agreement as provided substantially in Section 2.3the form of ANNEX V hereto (the "Tax Sharing Agreement"); (f) A certificate, dated as An executed counterpart of the Closing Date Indemnification Agreement substantially in the form of ANNEX VI hereto (the "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 specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception with respect to "materialityIndemnification Agreement"), 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 said representations and warranties are, by the execution and 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 of the Registration Rights Agreement substantially in the form of ANNEX VII hereto (the "Registration Rights Agreement"); (h) An executed counterpart of the Securities Purchase and Holders Agreement substantially in the form of ANNEX VIII hereto (the "Stockholders Agreement"); (i) An executed counterpart of the Registration Rights and Remarketing Agreement substantially in the form of ANNEX IX hereto (the "Remarketing Agreement"); (j) An executed counterpart of the Transition Services Agreement substantially in the form attached of ANNEX X hereto as Exhibit F (the "Transition Services Agreement"); (k) A legal opinion of Weil, Gotshal and Xxxxxx LLP, counsel to Seller, as to customary matters in a form reasonably acceptable to Buyer; and (hl) An executed counterpart to of a mutual release substantially in the Service and Installation Agreementform of ANNEX XI.

Deliveries by the Seller. At the Closing SAFRAN and the Seller shall deliver the following instruments and documents or make available to the Buyer Purchaser (or their designeesprocure the delivery or the making available of, as the case may be) the following: (ai) duly executed and completed share transfer forms representing the Xxxx Shares in favor of Sale as provided in Section 1.1the Purchaser or its designee(s); (bii) copies of resolutions up-to-date share transfer registries and shareholders accounts 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 SellerSubsidiary; (ciii) Deliver possession to Buyer at the Round Lake, Illinois, location certified copy of the Businessby-laws, all Seller's books, records, documents and other written materials included as part the minutes of shareholders' meetings evidencing duly completion of the Purchased AssetsContribution to the Subsidiary and the related share capital issue in accordance with applicable Law; (div) unconditional resignation letters, effective on the opinion Closing Date, from all the directors of counsel provided for in Section 6.5; (e) an executed counterpart the Subsidiary, with the exception of those persons the name of which shall be notified by the Purchaser to the Assumption Agreement as provided in Section 2.3; Seller no later than fifteen (f15) 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 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 said representations and warranties are, by the execution and 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 calendar days prior to or on the Closing Date; (gv) An executed counterpart a certified copy of the minutes of the meeting of the shareholders of the Subsidiary appointing as directors and corporate officers, subject to the Transition Services Agreement in condition precedent of the form attached hereto as Exhibit F 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 "Transition Services Agreement"); andClosing Date; (hvi) An certified copies of the minutes of the meetings of the supervisory board of SAFRAN and the board of directors of the Seller, approving the Transaction; (vii) executed counterpart counterparts of the Contribution Agreement; (viii) executed counterparts of all Ancillary Agreements listed in SCHEDULE 5.2.1(viii) hereto; (ix) evidence with regard to the Service Transaction that, in accordance with applicable labor laws, all required consultation procedures have been duly carried out and Installation Agreement.authorization of

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents deliver, or shall cause to be delivered, to the Buyer or their designeeseach of the following: (a) the a Xxxx of Sale as provided in Section 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 hereinSale, 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 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 said representations and warranties are, by the execution and 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 substantially in the form attached hereto as Exhibit F A (the "Transition Services “Xxxx of Sale”), duly executed by the Seller; (b) an Assignment and Assumption Agreement", substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), duly executed by the applicable Persons of the Seller Group; (c) a certificate, duly executed by the Seller, in a form and substance as required under Section 1.1445-2(b) of the Treasury Regulations and reasonably acceptable to the Buyer, stating that the Seller is not a foreign person (or alternatively, a validly executed IRS Form W-9, which shall be deemed satisfactory for such purposes); (d) a certificate duly executed by the Secretary of State of Nevada with respect to the existence and good standing of the Seller; (e) a payoff or release letter, in a form reasonably satisfactory to the Buyer, duly executed by the applicable lenders or other Lien holders, other than Permitted Lien Holders of the types set forth in parts (a) through (h) of the definition of Permitted Lien, pursuant to which such applicable lenders or other Lien holders agree to release all Liens on the Acquired Assets, and if applicable, authorizing the Buyer to file UCC-3 Termination Statements to terminate any and all security interests of record on or affecting the Acquired Assets (collectively, the “Payoff Letters”); (f) an Assignment of Intellectual Property substantially in the form of Exhibit C (the “Assignment of Intellectual Property”), together with other agreements, instruments, certificates and other documents necessary or appropriate to assign all of the Seller Group’s rights and interests in and to the Acquired Intellectual Property to the Buyer, duly executed by the applicable Persons of the Seller Group; (g) appropriate instruments of transfer for Acquired Assets, subject to re-titling of Acquired Assets to be undertaken by the Buyer (with the assistance of Seller using reasonable best efforts; provided, that Seller shall not be required to make any non-reimbursed out-of-pocket expenditures as part of such assistance) using reasonable best efforts following the Closing, duly executed by the applicable Persons of the Seller Group and each in a form reasonably satisfactory to the Buyer; (h) an Amended & Restated Escrow Agreement substantially in the form of Exhibit D (the “Escrow Agreement”), duly executed by the Seller and the Escrow Agent; (i) evidence of termination, each in a form reasonably satisfactory to the Buyer, of all Intercompany Contracts other than those set forth on Section 4.2(i) of the Disclosure Schedules; (j) a Non-Competition, Non-Disclosure and Non-Solicitation Agreement substantially in the form of Exhibit E (the “Non-Competition, Non-Disclosure and Non-Solicitation Agreement”) duly executed by the Seller, Xxxx X. XxXxxxx and Xxxxxxx X. Xxxxxxx; (k) each Amended/New Real Property Lease duly executed by the applicable Persons; and (hl) An executed counterpart such other instruments and documents as may be reasonably requested by the Buyer and necessary or appropriate to complete the Service and Installation AgreementTransaction.

Deliveries by the Seller. At Upon the Closing Closing, the Seller shall deliver the following instruments and documents is delivering to the Buyer or their designeesits designee: (a) an assignment, in form and substance reasonably satisfactory to the Xxxx of Sale as provided Buyer and the Seller, transferring to the Buyer the Subject Membership Interest in Section 1.1the Company, duly executed by the Seller; (b) copies of resolutions of the Seller's Board of Directors of the Seller authorizing the execution execution, delivery and performance of this Agreement and the consummation a certificate of an officer of the transactions Seller, dated as of the date of this Agreement, to the effect that such resolutions were duly adopted and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct and are in full force and effect as of the Closing Date by the Secretary of the Sellereffect; (c) Deliver possession to Buyer at the Round Lake, Illinois, location a copy of the Business, all Seller's books, records, documents and other written materials included as part of fairness opinion delivered by Xxxxxxx Xxxxx to the Purchased AssetsSeller or its affiliates covering the transactions under this Agreement; (d) the opinion limited liability company agreement of counsel provided for the Company (the "Company LLC Agreement"), in Section 6.5form and substance reasonably satisfactory to the Buyer and the Seller, duly executed by the Seller; (e) an executed counterpart the amended and restated limited liability company agreement of the Seller (the "Seller LLC Agreement"), in form and substance reasonably satisfactory to the Assumption Agreement as provided in Section 2.3Buyer and the Seller, duly executed by the Seller; (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 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 said representations and warranties are, by the execution and 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 Transition Services 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 F entered into between MAPL and WNGL (the "Transition Services Agreement"), substantially in the form of Exhibit C hereto, duly executed by WNGL; (g) a guaranty agreement, in form and substance reasonably satisfactory to the Buyer, duly executed by WMB and WNGL; (h) a release, in form and substance reasonably satisfactory to the Buyer, duly executed by WMB and WNGL; (i) an omnibus assignment, in form and substance reasonably satisfactory to the Buyer, duly executed by WMB and WNGL; and (hj) An executed counterpart all other previously undelivered documents required to be delivered by the Seller to the Service and Installation AgreementBuyer at or prior to the Closing Date.

Deliveries by the Seller. At the Closing Time, the Seller shall deliver or caused to be delivered to the Purchaser (unless previously delivered) the following documents, agreements, instruments and documents items, in form and substance satisfactory to the Buyer or their designeesPurchaser and its legal counsel, acting reasonably: (a) an executed transfer agreement effecting the Xxxx transfer of Sale as provided the Purchased Shares together with the share certificates representing the Purchased Shares duly endorsed in Section 1.1blank for transfer or accompanied by an executed stock transfer power of attorney; (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 hereinresignations, which resolutions shall have been certified as true, correct and in full force and effect effective as of the Closing Date by the Secretary Date, of each director and officer of the SellerPurchased Subsidiary from whom the Purchaser requests such resignations; (c) Deliver possession to Buyer at mutual releases between the Round Lake, Illinois, location of the Business, all Seller's books, records, documents Purchased Subsidiary and other written materials included as part each officer and director of the Purchased AssetsSubsidiary; (d) certificate of good standing of the opinion Seller and certificate of counsel provided for in Section 6.5good standing of the Purchased Subsidiary dated no earlier than five (5) Business Days prior to the Closing Date; (e) an executed counterpart evidence in form satisfactory to the Assumption Agreement Purchaser, acting reasonably, that all consents, approvals, Orders and authorizations required to be obtained by the Seller for the transfer of the Purchased Shares as herein provided in Section 2.3have been obtained; (f) A certificate, certificates dated as of the Closing Date from the Seller in the agreed form: ("Seller Closing Certificate"i) to the effect that the articles and executed by an officer by-laws attached to the certificate are correct and complete copies of the articles and by-laws of the Seller, certifying that (i) all representations and warranties of the Seller contained as in this Agreement were true and accurate as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and 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 at the Closing Date; (ii) to the effect that the resolutions of the board of directors of the Seller attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the 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) An executed counterpart legal opinions of counsels to the Transition Services Agreement Seller pertaining to corporate and enforceability matters in respect of the Seller, incorporation and corporate matters relating to the Purchased Subsidiary and the Purchased Shares and other customary matters in form attached hereto as Exhibit F (and substance reasonably satisfactory to the "Transition Services Agreement")Purchaser and its counsel; and (h) An executed counterpart such other conveyances, transfers, approvals, documents, instruments, certificates and registrations dated as of the Closing Date as would be usual in completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Purchaser, reasonably necessary or desirable to consummate the Service and Installation transactions contemplated by this Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver or cause to be delivered to Purchaser the following instruments and documents following: 1. Irrevocable instruction letter to the Buyer or their designeesCompany'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; 2. The Registration Rights Agreement, in the form attached hereto as EXHIBIT A (the "Registration Rights Agreement"), duly executed by the Seller. 3. A legal opinion of Law Offices of Xxx Xxxxxxx ("Seller's Counsel"), counsel to the Seller, in form and substance satisfactory to the Purchaser. 4. A certificate of the Secretary of the Seller (the "Secretary's Certificate"), in form and substance satisfactory to the Purchaser, certifying as follows: (ai) that attached to the Xxxx Secretary's Certificate is a true and complete copy of Sale as provided in Section 1.1; (b) copies the Certificate of resolutions Incorporation of the Seller's Board , as amended to date, including all certificates of Directors authorizing designation and documents or instruments amending or restating the execution Certificate 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 Incorporation of the Seller; (cii) Deliver possession to Buyer at the Round Lake, Illinois, location that a true copy 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 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 Board of Directors of the Seller (iA) all authorizing the execution, delivery and performance of this Agreement 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 issuance of the Common Stock; (vi) at the Closing, that the representations and warranties of the Seller contained in this Agreement were herein are true and accurate complete as of the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereofthereof, and in that there has not occurred any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have event which has had 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 said representations and warranties are, by the execution and delivery of on 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 or 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;Subsidiary, (gvii) An executed counterpart to such other matters as the Transition Services Agreement in Purchaser may reasonably request. 5. Such other documents as the form attached hereto as Exhibit F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation AgreementPurchaser shall reasonably request.

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 or their designeesBuyer: (a) Stock certificates representing all of the Xxxx shares of Sale as provided capital stock of each of the Business Subsidiaries, in Section 1.1;each case accompanied by stock powers duly executed in blank or duly executed instruments of transfer and all minute books, corporate records, corporate authorizations, and other documentation pertaining or related to the formation, existence, or organization of each Business Subsidiary, which to the extent such books, records, authorizations and documentation reside at the principal executive office of such Business Subsidiary shall be deemed delivered by delivery of the stock certificates of such Subsidiary. (b) copies of resolutions of Special warranty deeds (subject to Permitted Exceptions), in recordable form, with respect to 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 Business Real Properties owned by the Secretary Seller or any of its subsidiaries (other than the Seller;Business Subsidiaries), togther with all currently existing surveys and title insurance policies for the Business Real Properties. (c) Deliver possession A duly executed xxxx of sale substantially in the form of Exhibit B to this Agreement (the "Xxxx of Sale"), together with such other appropriate instruments of transfer as the Buyer at may reasonably request, transferring to the Round Lake, Illinois, location Buyer all of the Business, all Seller's books, records, documents personal and other written materials included intangible property owned or held by the Seller as part of the Purchased Assets;Effective Time which is included in the Business Assets (other than the Business Assets owned or held by Business Subsidiaries, the capital stock of which is being transferred directly or indirectly by the Seller to the Buyer). (d) Duly executed instruments of assignment (including original consents to all such assignments obtained in accordance with Section 5.5(a)(i)) of the opinion Business Leases to which the Seller or any of counsel provided for its subsidiaries (other than the Business Subsidiaries) is a party, in Section 6.5;recordable form if and to the extent necessary with respect to those relating to real property or interests therein. (e) an Duly executed counterpart instruments of assignment (including original consents to all such assignments obtained in accordance with Section 5.5(a)(i)) of the Assumption Agreement as provided in Section 2.3;Business Contracts to which the Seller or any of its subsidiaries (other than the Business Subsidiaries) is a party. (f) A certificate, dated as Duly executed instruments of assignment or transfer of the Closing Date ("Seller Closing Certificate") and executed Business Intellectual Property owned or held 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 or any of the date of this Agreement its subsidiaries (unless such representations and warranties expressly speak as of a specific date other than the date hereofBusiness Subsidiaries), in form suitable for recording in the appropriate office or bureau, and in the original certificates, if available, of such Business Intellectual Property together with any case, without giving effect powers of attorney necessary 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 make the Buyer; (ii) all of said representations and warranties are, by the execution and 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;conveyance effective. (g) An Duly executed counterpart to of the Transition Services Dexter Name License Agreement substantially in the form attached as Exhibit D hereto. (h) Duly executed instruments of assignment of the Business Bank Accounts, including a complete list of such accounts with balances as of a recent date. (i) All consents obtained as contemplated by Sections 5.5(a)(i) and 7.3(d). (j) The Undertaking and Indemnity Agreement, substantially in the form attached hereto as Exhibit F (A, duly executed by the "Transition Services Agreement"); andSeller. (hk) An Such other and further instruments of conveyance, assignment and transfer as the Buyer may reasonably request for the effective conveyance and transfer of any of the Business Assets. (l) The certificates contemplated by Sections 7.3 and 7.4. (m) Duly executed counterpart resignations of the officers and directors of the Business Subsidiaries. (n) The Business Books and Records, which to the Service extent reside at the principal executive office of a Business Subsidiary, shall be deemed delivered by delivery of the stock certificates contemplated by Section 2.4(a) or if located at a facility of the Business such books and Installation Agreementrecords shall be deemed delivered by transfer of the facility pursuant hereto.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesBuyer: (a) A certificate of an officer of the Xxxx Seller certifying as of Sale as provided the Closing Date that the conditions precedent set forth in Section 1.1;Sections 6.1(a), (b) and (c) have been satisfied. (b) copies A certificate of the Secretary of the Seller certifying as of the Closing Date (i) as to the incumbency and signatures of the officers of the Seller executing any documents being delivered to the Buyer in connection with the transactions contemplated hereby, and (ii) a true and complete copy of the resolutions of the Seller's Board board of Directors directors of the Seller authorizing the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and conveyance thereby. (c) A certificate of Purchased Assets contemplated hereingood standing or, which resolutions shall have been certified as trueto the extent the concept of good standing is not recognized in the applicable jurisdiction, correct and in full force and effect as a certificate of existence or comparable certification with respect to the Closing Date Seller, issued by the Secretary of State of the state of its incorporation as of a date not more than fifteen (15) calendar days prior to the Closing Date. (d) All Required Approvals. (e) The Xxxx of Sale, duly executed by the Seller;. (cf) Deliver possession Instruments of conveyance for any Assumed Proprietary Rights reasonably requested by the Buyer, in form and substance satisfactory to the Buyer, duly executed by the Seller. (g) A landlord estoppel certificate, in form and substance reasonably satisfactory to the Buyer, executed by the lessor of each Leased Real Property. (h) A subordination, access and non-disturbance agreement, in form and substance reasonably satisfactory to the Buyer, executed by the lessor of each Leased Real Property. (i) An assignment and assumption of lease agreement, in a form mutually agreed upon between the Buyer at and the Round LakeSeller (the “Lease Assignment and Assumption”), Illinoiswith respect to the Madison Heights Facility, location duly executed by the Seller and acknowledged by the lessor of the Business, all Seller's books, records, documents Madison Heights Facility. (j) Legal and other written materials included as part actual possession of the Purchased Assets;, together with any keys, combinations, alarm systems and related codes and other rights of access required to take legal and actual possession of the Purchased Assets. (dk) A certification in the opinion of counsel form provided for in U.S. Treasury Regulations section 1.1445-2(b) certifying that the Seller is not a “foreign person” as defined in Section 6.5;1445(f)(3) of the Code and that the Seller is therefore exempt from the withholding requirements of said section, duly executed by the Seller. (el) an executed counterpart Evidence, in form and substance reasonably satisfactory to the Assumption Agreement as provided Buyer, of the release or termination all security interests relating to the Purchased Assets and termination of all UCC financing statements filed in Section 2.3;connection therewith. (fm) A certificateThe Escrow Agreement, dated as of the Closing Date ("Seller Closing Certificate") and duly executed by an officer of the Seller. (n) The Employment Agreement, certifying that duly executed by Xxxxxx. (io) all representations and warranties of Such other documents as 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 specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception Buyer may reasonably request with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or the transactions contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of said representations and warranties are, by the execution and 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 F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller or an Affiliate of the Seller shall deliver deliver, or cause to be delivered, to the Purchaser or an Affiliate of the Purchaser the following instruments and documents (except to the Buyer extent actually delivered to the Purchaser or their designees:one of its Affiliates at or prior to the Closing pursuant to a Local Purchase Agreement): (a) a duly executed counterpart of each Assignment and Assumption Agreement, xxxx of sale and any other appropriate document of transfer in form and substance reasonably acceptable to the Xxxx Purchaser and the Seller, transferring the tangible personal property included in the Transferred Assets to the Purchaser and assigning to the Purchaser all rights of Sale as provided the Seller and its Affiliates in Section 1.1and to all of the Transferred Contracts; (b) copies a duly executed counterpart of resolutions each 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 Sellerother Ancillary Agreements; (c) Deliver possession assignments, in form and substance reasonably acceptable to Buyer at the Round LakePurchaser and, Illinoisif applicable, location as required by any Governmental Entity with which the Seller’s or any of its Affiliates’ rights to any Transferred Intellectual Property have been filed, assigning to the Business, all Seller's books, records, documents and other written materials included as part of Purchaser the Purchased AssetsTransferred Intellectual Property; (d) a duly executed certification pursuant to Treasury Regulation Section 1.1445-2(b)(2) that the opinion Seller is not a foreign Person; it being understood that notwithstanding anything to the contrary contained herein, if the Seller fails to provide the Purchaser with such certification, the Purchaser shall be entitled to withhold the requisite amount from the Purchase Price in accordance with Section 1445 of counsel provided for in Section 6.5the Code and the applicable Treasury Regulations; (e) an executed counterpart evidence of the obtaining of each Seller Required Approval that is a condition to the Assumption Agreement as provided in Purchaser’s obligations under Section 2.35.8; (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 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 said representations and warranties are, by the execution and 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 certificate to be performed or complied with by the Seller prior delivered pursuant to or on the Closing Date;Section 5.9; and (g) An executed counterpart such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the Transition Services Agreement in Purchaser, as may reasonably be deemed necessary or appropriate by the form attached hereto as Exhibit F (the "Transition Services Agreement"); and (h) An executed counterpart Purchaser to the Service and Installation give effect to this Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents shall: (i) deliver, or cause to be delivered, to the Buyer or their designees: its applicable Subsidiaries any documents or instruments required to be delivered by the Seller or its applicable Subsidiaries pursuant to the MOA and any other documentation required (aor reasonably requested by the Buyer) in order to evidence and effect the Xxxx transfer of Sale such Vessels and Operation SPV Interests (it being understood that such instruments shall not require the Seller, its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOA) as provided in Section 1.1well as agreements evidencing the termination of all contracts to which the Seller, the Drillship Shareholders or the Drillship Owners are a party related to the Vessels, including agreements evidencing the termination of any bareboat agreements and management agreements; (bii) copies deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Operation SPV Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of resolutions transfer, in proper form for transfer, (B) in respect of the Seller's Board of Directors authorizing the execution of this Agreement and the consummation ’s Interests in 100% of the transactions issued and conveyance outstanding equity of Purchased Assets contemplated hereinDOV Operations, which resolutions shall have been certified as true, correct an Assignment and in full force and effect as of the Closing Date Assumption Agreement duly executed by the Secretary Seller and, if applicable, DOV Operations, in substantially the form set forth on Exhibit 2 and (C) in respect of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location ’s interest in 1% of the Businessoutstanding equity of Cooperatief, 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 through the Seller’s membership in Cooperatief, 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 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 said representations and warranties are, by the execution and 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 Private Transfer Deed duly executed by the Seller prior to or on the Closing Date; (g) An executed counterpart to the Transition Services Agreement and, if applicable, Cooperatief, in substantially the form attached hereto as set forth on Exhibit F 3 (the "Transition Services Agreement"agreements described in (B) and (C) together, the“Assignment Agreements”); and (hiii) An executed counterpart to cause the Service assignment by the Seller of the Seller Credit Agreement, and Installation Agreementthe execution and delivery by the Seller of all documentation related thereto.

Deliveries by the Seller. At the Closing On Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesthe following: (a) all bills of sale, assignments and transfers, in form and content reasonably satisfactory to the Xxxx solicitors 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 Sale as provided in Section 1.1such instruments is required; (b) copies all instruments of resolutions assignment of Intellectual Property appropriate to effectively vest good and marketable title to the Seller's Board Intellectual Property in the Buyer to the extent contemplated by this Agreement, and immediately registrable in all places where registration 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 Sellersuch instruments is required; (c) Deliver possession all instruments of assignment of Permits, if any, appropriate to effectively vest good and marketable title to the Permits in the Buyer at to the Round Lakeextent contemplated by this Agreement, Illinois, location and immediately registrable in all places where registration of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Assetssuch instruments is required; (d) a form of assignment effective to transfer all Contracts to the opinion of counsel provided for Buyer, in Section 6.5a form to be approved by the Buyer’s solicitor’s, acting reasonably; (e) an executed counterpart any other documents the Buyer may reasonably require to transfer to the Assumption Agreement as provided in Section 2.3Buyer on the Closing Date good and marketable title to the Assets, free and clear of all Encumbrances; (f) A certificate, dated as a certificate of the Closing Date ("Seller Closing Certificate") and executed by an officer of the Seller, Seller certifying that (i) all the truth and accuracy of the representations and warranties and compliance with covenants of the Seller contained in this Agreement were true and accurate Agreement, each as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and 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 direction from the Seller as to the Transition Services Agreement manner of registration of the Shares, 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 attached hereto as Exhibit F may be required by the Buyer and the Buyer’s solicitors, acting reasonably; (h) consents to act as directors of each of following as the "Transition Services Agreement")nominees of the Seller to the Buyer’s board of directors: (i) Xxxxxxxxxxxx Xxxxxxxxxxxx – CEO/CFO and director; (ii) Xxxxx Xxxxxx – director. (i) certified copy of the resolutions of the directors of the Seller approving this Agreement and the transactions contemplated hereby; (j) originals or copies of all of the Contracts; (k) all books and records relating to the Assets; (l) all required Consents and Approvals; and (hm) An executed counterpart if the parties: (i) settle on a mutually acceptable form of Closing agenda prior to the Service Closing Date, then 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, then such other materials that are, in the opinion of the Seller and Installation the Buyer acting reasonably, required to be delivered by either the Seller or the Buyer in order for it to have met its obligations under this Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesPurchaser: (ai) certificates or other documents, instruments or certificates evidencing the Xxxx transfer of Sale the 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 transfer duly executed in blank, with all required transfer tax stamps affixed thereto, together with evidence satisfactory to the Purchaser that the Purchaser has been entered upon the books of the Corporation as provided in Section 1.1the holder of the Purchased Shares; (bii) a duly executed certificate in accordance with Section 6.3(d); (iii) any and all Books and Records which relate to the Corporation and its operations since the Incorporation Date; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent or higher officer) of the Corporation certifying that attached thereto are (x) true and complete copies of resolutions the bylaws of the Seller's Board Corporation, together with all amendments thereto, and (y) true and complete copies of Directors all resolutions adopted by the board of directors of the Corporation authorizing the execution execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and conveyance of Purchased Assets contemplated hereinthereby, which and that all such resolutions shall have been certified as true, correct and are in full force and effect as and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) a copy of the Closing Date certified Articles of Incorporation of the Corporation certified by the Secretary of the SellerState of Florida as of a date not more than seven (7) calendar days prior to the Closing Date; (cvi) Deliver possession to Buyer at a good standing certificate for the Round Lake, Illinois, location Corporation from the Secretary of the Business, all Seller's books, records, documents and other written materials included State of Florida as part of a date not more than seven (7) calendar days prior to the Purchased AssetsClosing Date; (dvii) a general release, duly executed by the opinion Seller and each Person who has been, since the Incorporation Date, a director or officer of counsel provided for the Corporation substantially in Section 6.5the form set forth as Exhibit B attached hereto; (eviii) an executed counterpart to a certificate from the Assumption Agreement as provided Seller prepared in accordance with Treasury Regulation Section 2.3; (f) A certificate1.1445-2(b), dated as of the Closing Date ("Seller Closing Certificate") and executed by an officer of the SellerDate, certifying that (i) all representations and warranties the Seller is not a foreign person within the meaning of Section 1445 of the Seller contained in this Agreement were true Code; (ix) resignations of each of the current directors(s) and accurate officer(s) of the Corporation set forth on Schedule 3.3(c), effective automatically as of the date of this Agreement Closing; (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and 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 (iiix) the Seller has performed and complied in all material respects with all the covenants, agreements and conditions required by this Shareholders' Agreement to be performed or complied with duly executed by the Seller prior to or on and the Closing Date; (g) An executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Agreement")Corporation; and (hxi) An executed counterpart evidence that information in the National Futures Association's Online Registration System, with respect to the Service Corporation, has been revised to remove the Seller's principals and Installation Agreementofficers and add the Purchaser's principals and officers.

Deliveries by the Seller. At or prior to the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesBuyer: (a) a certificate signed by the Xxxx Company (the “Estimated Purchase Price Certificate”) setting forth the (i) the Funded Indebtedness existing as of Sale the Closing and specifying whether such Funded Indebtedness is Assumed Indebtedness or Repaid Indebtedness, (ii) the Company’s good faith estimate of Available Cash, (iii) the Company’s good faith estimated Closing Working Capital and (iv) the Company’s estimated calculation of the Purchase Price based thereon which shall be confirmed in writing by the Buyer as provided in Section 1.1being reasonably acceptable (the “Estimated Purchase Price”); (b) copies a payoff letter, in form and substance satisfactory to the Buyer, from each holder of resolutions of Repaid Indebtedness indicating 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 amount required to discharge in full force and effect as of such Repaid Indebtedness at the Closing Date and, if such Repaid Indebtedness is secured, an undertaking by such holder to discharge at the Secretary of the SellerClosing any Liens securing such Repaid Indebtedness; (c) Deliver possession to Buyer at the Round Lake, Illinois, location a final xxxx and wire transfer instructions from each payee of any portion of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Assets’s Expenses; (d) a schedule that provides a breakdown by recipient and amount of all Sale Bonuses and all Accrued Bonuses (the opinion of counsel provided for in Section 6.5“Closing Bonus Payments Schedule”); (e) an Certificates evidencing the Membership Interests accompanied by transfer powers duly executed counterpart in blank and otherwise in a form acceptable to the Assumption Agreement as provided in Section 2.3;Buyer for transfer on the books of the Company. Promptly following the Closing, the Seller shall deliver to the Buyer, to the extent such documents are not at the Company’s offices or facilities: (f) A certificate, dated as all minute books 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 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 said representations and warranties are, by the execution and 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 DateCompany; (g) An executed counterpart constructive possession of all originals and copies of all agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Company or the Seller pertaining to the Transition Services Agreement Company and the Business (collectively, the “Records”); provided, however, that for the avoidance of doubt the Seller may retain (i) copies of any Tax Returns and copies of Records relating thereto, (ii) copies of all Records that the Seller is reasonably likely to need for complying with Legal Requirements or contractual commitments, (iii) copies of any Records that in the form attached hereto as Exhibit F reasonable opinion of the Seller will be or could reasonably be expected to be required in connection with the performance of Seller’s obligations hereunder and (the "Transition Services Agreement")iv) all Protected Seller Communications; and (h) An executed counterpart to the Service and Installation Agreementextent Buyer provides the Seller with a list of designees prior to the Closing, evidence satisfactory to the Buyer that such Buyer designees are the only authorized signatories with respect to the Company’s various accounts, credit lines, safe deposit boxes or vaults set forth or required to be set forth in Schedule 3.20 hereto.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesPurchaser: (a) An assignment agreement transferring all of the Xxxx of Sale Company Interests and the REST and RETR Interests, substantially in the form attached hereto as provided Exhibit A, duly and validly executed by the Seller and otherwise sufficient to vest in Section 1.1the Purchaser good title to the Company Interests and the REST and RETR Interests; (b) copies of resolutions To the extent they are not Continuing Employees, the resignations of the Seller's Board of Directors authorizing the execution of this Agreement managers and the consummation officers of the transactions Company, the Retail Subsidiaries, REST and conveyance RETR, other than the Independent Manager(s) (as defined in the respective Limited Liability Company Agreement of Purchased Assets contemplated hereinthe Company and each Retail Subsidiary, which resolutions shall have been certified as true, correct and in full force and effect each dated as of the Closing Date by the Secretary of the SellerDecember 1, 2006); (c) Deliver possession to Buyer at the Round Lake, Illinois, location An assignment agreement transferring all of the BusinessTrademarks to RERH, all substantially in the form attached hereto as Exhibit C, duly and validly executed by the Seller's books, records, documents the Trademark Trust and other written materials included as part Affiliates of the Purchased AssetsSeller (other than any Subject Company) (the “Trademark Assignment”); (d) An assignment agreement transferring to RERH all Intellectual Property (other than the opinion Trademarks) owned by the Seller, the IT Trust or any other Affiliates of counsel provided for Seller (other than any Subject Companies) and used exclusively or primarily in Section 6.5the 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 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 counterpart to by the Assumption Agreement as provided in Section 2.3Seller and the IT Trust (the “IP License Agreement”); (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 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 said representations and warranties are, by the execution and 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 transition services agreement substantially in the form attached hereto as Exhibit F (the "“Transition Services Agreement"”), duly and validly executed by the Seller and 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 of 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; (g) A certificate under Section 1445(b)(2) of the Code providing that the Seller is not a foreign person; (h) A certificate dated as of the Closing Date and duly executed by an officer of the Seller regarding the satisfaction of the conditions set forth in Section 8.2(a), Section 8.2(b), Section 8.2(d), and Section 8.2(g), substantially in the form attached hereto as Exhibit G; (i) Assignment and assumption agreements assigning to RERH all rights and obligations of the Seller, the 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 release of the liens described in Section 4.2 of the Seller Disclosure Schedule and any other liens for borrowed money on the Company Interests, the REST and RETR Interests, the assets of the Subject 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 duly executed Sublease Agreement, between Reliant Energy Corporate Services, LLC and RERR, substantially in the form attached hereto as Exhibit I; (l) Assignment and Assumption agreements substantially in the form attached hereto as Exhibit J, transferring the Excluded Liabilities to the Seller or its Affiliate(s) other than the Company, the Retail Subsidiaries, REST or RETR; (m) Copies of Intellectual Property other than Source Code required to be transferred to any of the 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 related thereto; (n) An assignment agreement transferring to RERH all telephone numbers used by the 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 Seller and such Affiliates; (o) An assignment agreement transferring to RERH all internet protocol address blocks registered in the name of the Seller or any Affiliates of the Seller (other than any Subject Companies) that are set forth on Section 3.2(o) of the Seller Disclosure Letter, substantially in the form attached hereto as Exhibit D, duly and validly executed by the Seller and such Affiliates; (p) 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 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 licensee 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 (hr) An executed counterpart Such other documents, instruments and writings as may be reasonably required to be delivered by the Seller to the Service and Installation Purchaser at Closing to effect the transactions contemplated by this Agreement.

Deliveries by the Seller. At the Closing unless waived in writing by the Buyer, the Seller shall execute and deliver the following instruments and documents to the Buyer or their designeesthe following in such form and substance as are reasonably acceptable to the Buyer: (a) all third party consents necessary in connection with the Xxxx of Sale as provided in Section 1.1Acquisition under those Contracts specified on Schedule 7.3(a) (the “Required Consents”); (b) copies of resolutions a certificate(s) in form and substance reasonably satisfactory to the Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Seller's Board of Directors authorizing the execution of this Agreement Code 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;Treasury Regulations promulgated thereunder. (c) Deliver possession to Buyer at the Round Lake, Illinois, location Xxxx of Sale in substantially the Business, all Seller's books, records, documents and other written materials included as part form of the Purchased AssetsExhibit B hereto; (d) the opinion Patent Assignment in substantially the form of counsel provided for in Section 6.5Exhibit C hereto; (e) an executed counterpart to the Assumption Agreement as provided Trademark Assignment in Section 2.3substantially the form of Exhibit D hereto; (f) A certificate, dated as the Copyright Assignment in substantially the form 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 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 said representations and warranties are, by the execution and 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 DateExhibit E hereto; (g) An executed counterpart to the Transition Services Agreement in substantially the form attached hereto as of Exhibit F (the "Transition Services Agreement"); andhereto; (h) An executed counterpart the Assignment and Assumption Agreement in substantially the form of Exhibit G hereto; (i) a signed legal opinion from counsel to the Service Seller dated as of the Closing, in substantially the form of Exhibit H hereto; (j) the License Agreement in substantially the form of Exhibit I hereto; (k) the Settlement Agreement in substantially the form of Exhibit J hereto; (l) such other documents and Installation Agreementinstruments as counsel for the Buyer and the Seller mutually agree to be reasonably necessary to consummate the transactions described herein.

Deliveries by the Seller. At (a) . On the Closing Date, the Seller shall deliver the following instruments and documents to the Buyer or their designeesthe following, in form and substance reasonably satisfactory to the Buyer and its counsel: (a) a certificate of the Xxxx Seller, executed by an authorized representative of Sale the Seller, dated as provided of the Closing Date, certifying that the conditions to Closing set forth in Section 1.18.2(a) and Section 8.2(b) have been satisfied; (b) copies of resolutions of the Seller's Board of Directors authorizing the execution of this Agreement physical possession 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 control of the Purchased Assets; (dc) a wire transfer of all cash amounts in the opinion of counsel provided for Accounts at Closing in Section 6.5; (e) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (f) A certificate, dated as excess of the Closing Date ("Seller Closing Certificate") and executed by an officer of Retained Cash in accordance with 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 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 wire transfer instructions designated by the Buyer; (ii) all of said representations and warranties are, by the execution and 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 Buyer two Business Days prior to or on 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 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 and Seller with respect to the Seller Subsidiary Stock; (g) An a duly executed counterpart Bill of Sale; (h) a duly executed Assignment anx Xxsumption Agreement; (i) a duly executed Trademark Assignment Agreement; (j) duly executed documents necessary to transfer the Accounts to the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Agreement")Buyer; and (hk) An executed counterpart such other documents and instruments as shall be reasonably necessary to effect the Service intent of this Agreement and Installation Agreementconsummate the transactions contemplated hereby.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver shall, against the following instruments and documents deliveries by the Company under Section 3.2, deliver, or cause to be delivered, to the Buyer or their designeesCompany the following: (a) executed Board resolutions and shareholder’s resolutions of the Xxxx of Sale as provided in Section 1.1Seller approving the transactions contemplated under this Agreement and the Termination Agreement; (b) copies of resolutions one or more receipts acknowledging payment of the Seller's Board Repurchase Amount by the Company; (i) an executed instruction letter by the Seller pursuant to which by the registered office provider of Directors authorizing the execution Company is instructed to transfer the Repurchased Shares to the Company or any other person or account designated by the Company, and (ii) an executed instrument of this Agreement transfer by the Seller or such other documents and instruments necessary to transfer to the Company such number of Repurchased Shares, to the extent required by the Company’s registered office provider; (d) an executed closing certificate issued by a director of the Seller certifying that (i) the representations and warranties of the Seller set forth in Article IV are true and correct in all respects as of the hereof and as of the Closing Date, and (ii) no provision of any applicable Law or order from any Governmental Body is in effect prohibiting the consummation of the transactions contemplated hereby and conveyance there is no pending legal proceeding by any Governmental Body which would reasonably be expected to result in the issuance 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 6.5any such order; (e) an executed counterpart by the Seller, Mx. Xx and Champion Era Enterprises Limited to the Assumption Agreement as provided in Section 2.3Termination Agreement; (f) A certificate, dated as an executed documents evidencing the termination 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 specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception voting proxy arrangement 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 said representations and warranties are, by the execution and 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 ADS and conditions required by this Agreement to be performed or complied with Shares beneficially owned by the Seller prior or its Affiliates in form reasonably satisfactory to or on the Closing DateCompany; (g) An an executed counterpart by Cxxxxxx (Xinhan) Li to the Transition Services Agreement Separation Agreement; (h) an executed resignation letter by each of Cxxxxxx (Xxxxxx) Lx and Mxxxxx (Yxxxxxxx) Ma pursuant to which such person resigns from the board of directors of the Company in form reasonably satisfactory to the form attached hereto as Exhibit F (the "Transition Services Agreement")Company; and (hi) An executed counterpart such other documents and instruments necessary to consummate the transactions contemplated by this Agreement upon the terms and conditions set forth in this Agreement, all of which shall be in form and substance reasonably satisfactory to the Service and Installation AgreementCompany.

Deliveries by the Seller. At (a) On or before the Closing Effective Date, the Seller shall deliver to the Escrow Agent the following instruments and documents (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 or their designees:Buyer; (aii) an escrow agreement, dated the Xxxx of Sale date hereof (the “Escrow Agreement”), by and among Seller, Bxxxx, the Additional Sellers and Gxxxxx Xxxxxx Nxxxxxx PLLC as provided in Section 1.1the escrow agent (the “Escrow Agent”) duly executed by Seller, each Additional Seller and the Escrow Agent; (b) copies of resolutions of At the Seller's Board of Directors authorizing Closing, the execution of Seller shall deliver to the Buyer or to its agent or representative the following (the “Seller Closing Deliverables”) (i) this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated hereinAgreement, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date duly executed by the Secretary of the Seller; (cii) Deliver possession an irrevocable instruction letter to Buyer at the Round Lake, Illinois, location Company’s transfer agent directing the transfer agent to register the Shares in the name of the Business, all Seller's books, records, documents and other written materials included as part Buyer on the books of the Purchased AssetsCompany, and/or any other documentation required by the Company’s transfer agent. (iii) resolutions of Seller’s board of directors authorizing all the transactions contemplated by this Agreement; (div) the opinion duly executed resignation of counsel provided for in Section 6.5; (e) an executed counterpart Jxxxxxxx Xxxxx to the Assumption Agreement as provided in Section 2.3; (f) A certificate, dated be effective as of the Closing Date Date; ("Seller Closing Certificate") and executed by an officer of the Seller, certifying that (iv) all representations other documents, instruments 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 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 said representations and warranties are, by the execution and 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 writings required by this Agreement to be performed or complied with delivered by the Seller prior to or on at the Closing Date;and any other related documents requested by Buyer or its counsel in connection with this Agreement. (gc) An executed counterpart At the Closing, the Seller shall deliver to the Transition Services Agreement in Escrow Agent irrevocable instructions directing the form attached hereto as Exhibit F (Escrow Agent to release the "Transition Services Agreement"); and (h) An executed counterpart Seller Escrow Deliverables to the Service and Installation AgreementBuyer.

Deliveries by the Seller. At Concurrently with the Closing execution and delivery of this Agreement, the Seller shall deliver the following instruments and documents deliver, or cause to be delivered, to the Buyer or their designeesthe following items: (a) a copy of the Xxxx of Sale as provided in Section 1.1Escrow Agreement, duly executed by the Seller; (b) copies of resolutions a copy of the Seller's Board Xxxx of Directors authorizing the execution of this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated hereinSale, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date duly executed by the Secretary of the Seller; (c) Deliver possession to Buyer a copy of the Assignment and Assumption Agreement, duly executed by the Seller and, at the Round Lake, Illinois, location request of the BusinessBuyer, all Seller's books, records, documents separate assignment and other written materials included as part assumption agreements relating to any of the Purchased AssetsReal Property Leases in form and substance reasonably acceptable to the Buyer; (d) the opinion of counsel provided for in Section 6.5original Documents; (e) an executed counterpart the Payoff Letters and appropriate termination statements under the Uniform Commercial Code and other instruments as may be requested by the Buyer to extinguish all Indebtedness of the Seller and all security interests related thereto to the Assumption Agreement as provided extent directed by the Buyer (including evidence that all security interests in Section 2.3the Owned Real Property have been released); (f) A certificate, dated as all 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 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 said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again consents listed 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 DateSchedule 6.4; (g) An a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, duly executed counterpart by the Seller and in form and substance reasonably acceptable to Buyer; (h) ALTA Extended Owner’s Policies of Title Insurance for the Owned Real Property, or binding commitments to issue such policies (the “Title Insurance”) issued by a title company reasonably acceptable to the Transition Services Buyer (the “Title Company”), in such amount as may be reasonably agreeable to the Buyer, insuring that title to the Owned Real Property is vested in the Buyer as of the Closing, subject only to the Permitted Liens. The Seller shall provide to the Title Company such affidavits as are necessary to permit the Title Company to (i) delete its standard exception relating to mechanics’ and materialmen’s liens; (ii) issue an “owner’s comprehensive endorsement;” and (iii) contain such other endorsements as the Buyer may reasonably request, it being understood that the costs of the Title Insurance shall be borne one-half by the Buyer and one-half by the Seller; (i) copies of the most recent surveys available, as applicable, for the Owned Real Property; (j) the Deeds, duly executed and notarized by the Seller; (k) all documents and instruments, executed and delivered in form and substance acceptable to the Buyer, amending or terminating (as appropriate) the Seller’s articles of organization, any foreign qualification registrations and any assumed name or d/b/a filings to eliminate the Seller’s right to use the name “National Pump Company” or any name that, in the reasonable judgment of the Buyer, is similar to such name, and (ii) all consents, documents and instruments, executed and delivered in form and substance acceptable to the Buyer, that are necessary or desirable for the Buyer to claim, register or file to use the “National Pump Company” name or any name that, in the reasonable judgment of the Buyer, is similar to such name; (l) titles to any motor vehicles owned by the Seller constituting Purchased Assets, duly endorsed or otherwise transferred to the Buyer; (m) a domain name assignment, in a form reasonably acceptable to the Buyer, transferring to the Buyer all right, title and interest in, to and under all of the Domain Names held or used by the Seller, duly executed by the Seller; (n) a trademark assignment, in a form reasonably acceptable to the Buyer, transferring to the Buyer all right, title and interest in, to and under all of the Trademarks held or used by the Seller, duly executed by the Seller; (o) copies of the Confidentiality Agreements, duly executed by each of Xxxxxxx and Xxxxxxxxxx; (p) evidence, reasonably acceptable to the Buyer, that any required approvals of the Members and the Manager of the Seller to this Agreement and the transactions contemplated hereby has been obtained; (q) for each Member that is an individual and Xxxxxxx, an executed Non-Competition Agreement; (r) a copy of an investor qualification statement, duly executed by each of the Xxxxxxx Trust and Xxxxxxxxxx, in the form attached hereto as Exhibit F (the "Transition Services Agreement")H; and (hs) An executed counterpart such other documents and instruments as the Buyer reasonably requests to consummate the Service and Installation transactions contemplated by this Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall hereby deliver the following instruments and documents to the Buyer or their designeesthe following: (a) Certificate of the Xxxx Secretary of Sale State of the State of North Carolina, dated not more than fifteen (15) days prior to the Closing, attesting to the due organization and good standing of the Seller as provided a corporation in Section 1.1its jurisdiction of incorporation; (b) copies Copies, certified by an executive officer of resolutions the Seller as of the Closing, of the articles of incorporation of the Seller's Board , and all amendments thereto; (c) Copies, certified by an executive officer of Directors the Seller as of the Closing, of resolutions duly adopted by the board of directors and the Shareholders of the Seller, if required, authorizing the execution and delivery by the Seller of this Agreement and all other agreements contemplated herein, the consummation of the transactions and conveyance of Purchased Assets contemplated herein, which resolutions and the taking of all such other corporate action as shall have been certified required as truea condition to, correct and or in full force and effect as connection with the consummation 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 Assetscontemplated transactions; (d) Executed counterparts of a Xxxx of Sale, General Conveyance, Transfer and Assignment, substantially in the opinion of counsel provided for form attached hereto as Exhibit A (the “General Conveyance”), and an Assumption Agreement, substantially in Section 6.5the form attached hereto as Exhibit B (the “Assumption Agreement”), together with the Penta Products registration transfers with the EPA and all applicable states in the forms attached hereto as Exhibit C; (e) an executed counterpart to Executed counterparts of the Assumption Agreement agreement providing for the production of certain of the Penta Products by the Seller, substantially in the form attached hereto as provided in Section 2.3Exhibit D (the “Interim Production Agreement”); (f) A certificateAn opinion of Xxxxxxx Xxxxxx & Xxxxxx, P.A., legal counsel to the Seller in the form attached hereto as Exhibit E; (g) Executed counterparts of that certain Consulting Agreement dated as of the Closing Date by and between Forshaw and the Buyer in the form attached hereto as Exhibit G ("Seller Closing Certificate"the “Consulting Agreement”); (h) and executed by an officer Executed counterparts of the Seller, certifying that (i) all representations and warranties of the Seller contained in this certain Non-Competition Agreement were true and accurate as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again on and dated as of the Closing Date by and are then true between the Buyer and accurate as though then made (unless such representations the Seller and warranties expressly speak as to a specific date other than the date thereof andForshaw, in any case, without giving effect to any standard, qualification or exception with respect to "materiality"the form attached hereto as Exhibit H (the “Non-Competition Agreement”), 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; (gi) An executed counterpart to the Transition Services Executed counterparts of that certain Nonqualified Stock Option Agreement in the form attached hereto as Exhibit F I (the "Transition Services “Nonqualified Stock Option Agreement"”); and (h) An executed counterpart to the Service and Installation Agreement.

Deliveries by the Seller. At or prior to the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesthe following, each dated the Closing Date and duly executed by the Seller: (a) the Xxxx One or more Assignment and Assumption Agreements, together with special warranty deeds for each parcel of Owned Real Property, Bills of Sale as provided in Section 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 conveyance documents (collectively, the "Conveyance Documents") with respect to tangible property included as part of in the Purchased Assets; (db) Certificates of title for all vehicles included in the opinion Purchased Assets, duly endorsed for transfer to the Buyer. (c) Other instruments of counsel provided transfer reasonably requested by the Buyer to evidence the transfer of the Purchased Assets to the Buyer and consummation of the transactions contemplated hereby, including assignments with respect to any Transferred Intellectual Property to be registered, recorded or filed with any Governmental Authority, in a form suitable for registration, recordation or filing with such Governmental Authority, in Section 6.5each case duly executed by the Seller; (e) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (fd) A certificate, dated as the Closing Date, of the Closing Date Seller certifying as to the compliance by the Seller with Sections 8.1 and 8.2; ("i) A certificate of the Secretary of the Seller Closing Certificate"certifying resolutions of the board of directors of the Seller(or the executive committee thereof) approving and executed authorizing the execution, delivery and performance of this Agreement by the Seller and the Ancillary Agreements to which the Seller is a party and the consummation by the Seller of the transactions September 9, 2004 (Steel Mills) contemplated hereby and thereby (togxxxxx with an officer incumbency and signature certificate regarding the officer(s) signing on behalf 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 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 said representations and warranties are, by the execution and 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 F (the "Transition Services Agreement"); and (hii) An executed counterpart to A certificate of the Service Secretary of Cargill, Incorporated certifying resolutions xx xxx xxxxx xx xxxxctors of Cargill, Incorporated (or the executive commxxxxx xxxxxxx) xxxxxxing and Installation Agreementauthorizing the execution, delivery and performance of the guaranty of Cargill, Incorporated in the form of Exhibit X xxxxxx.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesPurchaser the following: 1. The Note; 2. The Registration Rights Agreement, in the form attached hereto as Exhibit 2.2(a)(2) (the “Registration Rights Agreement”), duly executed by the Seller. 3. The legal opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP (“Seller’s Counsel”), counsel to the Seller, in the form previously agreed upon by the parties. 4. A certificate of the Secretary of the Seller (the “Secretary’s Certificate”), in form and substance reasonably satisfactory to the Purchaser, certifying, on behalf of the Seller as follows: (ai) that attached to the Xxxx Secretary’s Certificate is a true and complete copy of Sale the certificate of incorporation of the Seller and a true and complete copy of the Bylaws of the Seller, each as provided in Section 1.1effect on the Closing Date; (bii) that attached to the Secretary’s Certificate are true and complete copies of the resolutions of the Seller's ’s Board of Directors authorizing the execution execution, delivery and performance by the Seller of this Agreement and the Related Documents (as defined below), and approving the consummation by the Seller of the transactions contemplated hereby, including the authorization and conveyance issuance of Purchased Assets contemplated hereinthe Note, which and that said resolutions shall have been certified as true, correct and are in full force and effect as of the Closing Date without amendment or modification; and (iii) the 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”), in form and substance reasonably satisfactory to the Purchaser, 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 Secretary Seller’s transfer agent, which equals the number of shares of Common Stock outstanding as of December 31, 2003 plus the Seller; (c) Deliver possession to Buyer at number of shares of Common Stock issued upon exercise of outstanding options since December 31, 2003, the Round Lake, Illinois, location maximum number of shares of Common Stock into which 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 Note is convertible as of the Closing Date ("Seller Closing Certificate") and executed by an officer constitutes 19.9% of the Seller, certifying that (i) all representations and warranties number of the Seller contained in this Agreement were true and accurate shares of Common Stock outstanding as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and 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; (gii) An executed counterpart to the Transition Services Agreement in the form attached hereto such other matters as Exhibit F (the "Transition Services required by this Agreement"); and (hiii) An executed counterpart such other matters as the 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 Service and Installation AgreementPurchaser shall reasonably request.

Deliveries by the Seller. At the Closing Closing, the Seller or the other indicated parties shall execute and deliver the following instruments and documents or provide to the Buyer or their designeesBuyer: (ai) the Xxxx Bill of Sale and Assignment conveying the Purchased Assets, in substantially the form attached as provided in Section 1.1EXHIBIT D; (bii) copies the Assignment and Assumption Agreement, in substantially the form attached as EXHIBIT E; (iii) either (y) UCC-3 termination statements as are required to terminate and release all liens on the Purchased Assets (including without limitation the Liens disclosed on SCHEDULE 9.11), or (z) letters of resolutions of creditors indicating that such Liens shall be released and discharged on the Seller's Board payment of Directors authorizing identified amounts payable, in each case except for 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 Sellerpermitted liens ("Permitted Liens") listed on SCHEDULE 8.2(A)(III); (civ) Deliver possession to Buyer at the Round LakeAssignment, Illinois, location of the Business, all Assumption and Landlord Consent assigning Seller's books, records, documents leasehold interest in and other written materials included as part of its obligations under the Purchased AssetsScranton Acres Lease; (dv) 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 certificatecertificates, dated as of a date no earlier than 15 days before the Closing Date 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; ("Seller Closing Certificate"vi) a premises lease with The Rex Group, Inc., as Landlord, and executed the Buyer, as Xxnant, with respect to the facility in Houston, Texas currently leased 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 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 said representations and warranties are, by the execution and 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 substantially the form attached hereto as Exhibit EXHIBIT F (the "Transition Services Ardmore Lease Agreement"); (vii) the Security Agreement granting a lien in favor of the Seller on the Purchased Assets that is subordinate to the Buyer's primary secured lender, in substantially the form attached as EXHIBIT G (the "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 any other agreements between Landreth and the Seller, and release each other in xxxxection therewith (the "Termination Agreement"); and (hix) An executed counterpart to such other documents, instruments and certificates necessary or appropriate in connection with the Service Seller's sale and Installation Agreementtransfer of the Purchased Assets and transfer and assignment of the Assumed Liabilities.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesthe following items: (a) Limited or special warranty deeds (or their equivalent) duly executed by the Xxxx of Sale as provided in Section 1.1Seller conveying the Owned Real Property to the Buyer; (b) copies A xxxx of sale and instrument of assignment and assumption, in substantially the form attached hereto as EXHIBIT B, and such other duly executed deeds, assignments and other instruments of transfer relating to the Purchased Assets (including separate assignment and assumption agreements for each real estate lease) in form and substance reasonably satisfactory to the Buyer, in each case duly executed by the Seller evidencing the assignment of the Purchased Assets (other than the Owned Real Property) to the Buyer; (c) Appropriate termination statements under the Uniform Commercial Code and other instruments to extinguish all security interests other than Permitted Liens related to the Purchased Assets, in form and substance reasonably satisfactory to the Buyer; (d) Evidence reasonably satisfactory to the Buyer that the Seller has obtained the Consents listed on SCHEDULE 5.2(d); (e) Assignment agreements, in substantially the form attached hereto at EXHIBIT C, relating to the transfer of the Purchased Intellectual Property listed on (a) (the "PURCHASED INTELLECTUAL PROPERTY ASSIGNMENT"), duly executed by the Seller; (f) A certificate of the Secretary of the Seller, in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(b), certifying that the Seller is not a foreign person; (g) A non-competition agreement, in substantially the form attached hereto as EXHIBIT D (the "SELLER NON-COMPETITION AGREEMENT"), duly executed by the Seller; (h) A supply agreement, based substantially upon the terms set forth on EXHIBIT E and otherwise on terms, and subject to conditions, mutually acceptable to the Buyer and the Seller (the "SUPPLY AGREEMENT"), duly executed by the Seller; (i) A transition services agreement, in substantially the form attached hereto as EXHIBIT F and otherwise on terms, and subject to conditions, mutually acceptable to the Buyer and the Seller (the "TRANSITION SERVICES AGREEMENT"), duly executed by the Seller; (i) Stock certificates representing the Purchased Stock with duly executed stock powers attached in proper form for transfer to the Buyer, (ii) the Mexican Stock Purchase Agreements and (iii) any other documents acceptable to the Buyer that are necessary to transfer to the Buyer title to the Purchased Stock; (k) Certified copies, or the original, if such original is reasonably available, of the Certificate of Incorporation, and the Bylaws, or comparable governing documents, of each of the Transferred Subsidiaries (the "TRANSFERRED SUBSIDIARIES' GOVERNING DOCUMENTS"), certified by either a Mexican public notary or an officer of the Seller, as applicable; (l) The original corporate record books and stock transfer books, or comparable record books, for each of the Transferred Subsidiaries; (m) A certificate from an officer of the Seller, given by him or her on behalf of the Seller and not in his or her individual capacity, to the effect that the conditions set forth in SECTIONS 9.2(a) and 9.2(b) have been satisfied; (n) A non-exclusive brand license agreement, in substantially the form attached hereto as EXHIBIT G (the "BRAND LICENSE AGREEMENT"), duly executed by the Seller; (o) A good standing certificate (to the extent such concept is applicable) issued by the Secretary of State or similar Governmental Authority of the state or place of incorporation, and dated as of a date no more than 15 days prior to the Closing Date, for the Seller; (p) A legal opinion by the Seller's counsel in substantially the form of EXHIBIT H; (q) A confidentiality agreement, in substantially the form attached hereto as EXHIBIT I (the "SELLER CONFIDENTIALITY AGREEMENT"), duly executed by the Seller; (r) Copies of resolutions of the Seller's Board of Directors authorizing of the execution Seller approving the execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and conveyance of Purchased Assets contemplated hereinthereby, which resolutions shall have been in each case certified as true, correct and in full force and effect as by an authorized officer of the Closing Date Seller or one of the Transferred Subsidiaries, as the case may be; and (s) The PolyOne Receivable, in substantially the form attached hereto as EXHIBIT J; (t) An information technology and long-term services agreement, based substantially upon the terms set forth on EXHIBIT K and otherwise on terms, and subject to conditions, mutually acceptable to the Buyer and the Seller (the "SERVICES AGREEMENT"), duly executed 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; (fu) A certificate, dated as of the Closing Date ("Seller Closing Certificate") patent 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 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 said representations and warranties are, by the execution and 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 andtechnology license agreement, 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 substantially the form attached hereto as Exhibit F EXHIBIT L (the "Transition Services AgreementPATENT AND TECHNOLOGY LICENSE"), duly executed by the Seller; and (hv) An executed counterpart Such other documents as the Buyer or its counsel may reasonably request to demonstrate satisfaction of the Service conditions and Installation compliance with the covenants set forth in this Agreement. Simultaneously with the delivery of the foregoing items, the Seller shall take all such steps as may reasonably be required to put the Buyer in actual possession and operating control of the Purchased Assets.

Deliveries by the Seller. At the Closing Closing, the Seller shall will deliver or cause the following instruments and documents Company to deliver to the Buyer or their designeesthe following: (a) Stock certificates representing all of the Xxxx issued and outstanding shares of Sale as provided Common Stock owned by the Seller, accompanied by stock powers duly executed in Section 1.1favor of the Buyer or duly executed instruments of transfer and any other documents that are necessary to transfer to the Buyer good and marketable title to all issued and outstanding shares of Common Stock; (b) copies of resolutions The stock books, stock ledgers, minute books, and other corporate records 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 SellerCompany; (c) Deliver possession to Buyer at Resignations dated the Round Lake, Illinois, location Closing Date of all of the Business, all Seller's books, records, documents directors and other written materials included as part officers of the Purchased AssetsCompany as designated by the Buyer; (d) All required consents of third parties to the opinion sale conveyance, transfer, assignment and delivery of counsel provided for in Section 6.5the Common Stock or any assets of the Company hereunder; (e) an executed counterpart to A certificate of the Assumption Agreement as provided in Section 2.3; (f) A certificate, dated Secretary of the Company certifying as of the Closing Date ("Seller Closing Certificate"i) a true, correct, and executed by an officer complete copy of the Seller, certifying that (i) all representations and warranties Articles of Incorporation of the Seller contained Company and all amendments thereto as in this Agreement were true and accurate as of effect on the date of this Agreement (unless such representations and warranties expressly speak as of a 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 BuyerClosing Date; (ii) all of said representations a true, correct, and warranties are, by the execution and delivery complete copy of the Seller Closing Certificate, made again on and as bylaws of the Company and all amendments thereto as in effect on 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)Date; and (iii) Certificates of Good Standing from the North Dakota and South Dakota Secretaries of State; (f) The affidavit of the Seller has performed and complied certifying as to his non-foreign status in all material respects accordance with all Section 1445(b)(2) of the covenants, agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or on the Closing DateCode; (g) An executed counterpart to The Non-Competition Agreement required by Section 5.3 above; (h) The Opinion of the Transition Services Seller's Counsel required by Section 5.4 above; (i) A General Release from the Seller which releases the Company from any and all claims, known or unknown, contingent or direct, which he may have against the Company as of the Closing Date, other than claims arising under this Agreement in and the form attached hereto as Exhibit F (other Documents and the "Transition Services Agreement")transactions contemplated hereby; and (hj) An executed counterpart All other documents, instruments and writings required to be delivered by the Seller at or prior to the Service and Installation AgreementClosing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesthe following: (a) Certificates of the Xxxx Secretary of Sale State of the state of Washington, dated not more than five (5) days prior to the Closing Date, attesting to the existence of Seller as provided a corporation in Section 1.1its jurisdiction of incorporation; (b) copies Copies, certified by the Secretary or Assistant Secretary of Seller as of the Closing Date, of resolutions of duly adopted by the Seller's Board of Directors and the shareholders of Seller authorizing the execution and delivery by Seller of this Agreement and all other agreements contemplated herein, the consummation the transactions contemplated herein, and the taking of all such other corporate action as shall have been required as a condition to, or in connection with 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 Sellertransactions; (c) Deliver possession to Buyer at Four (4) executed counterparts of a General Conveyance, Transfer and Assignment, substantially in the Round Lakeform attached hereto as Exhibit A (the “General Conveyance”), Illinoisand an Assumption Agreement, location substantially in the form attached hereto as Exhibit B (the “Assumption Agreement”), together with such other bills of the Businesssale, all Seller's books, records, documents assignments and other written materials included instruments of transfer, assignment and conveyance as part of the Buyer shall reasonably request, to vest in the Buyer good and marketable title to the Purchased Assets; (d) the opinion Four (4) executed counterparts of counsel provided for in Section 6.5; (e) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (f) A certificatea Noncompetition Agreement, dated as of the Closing Date ("Seller Closing Certificate") by and executed by an officer of between the Seller, certifying that (i) all representations the Shareholder 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 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 said representations and warranties are, by the execution and 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 substantially in the form attached hereto as Exhibit F C (the "Transition Services “Noncompetition Agreement"”); (e) Five (5) executed counterparts of the Escrow Agreement; (f) Title certificates for Vehicles which have certificates of title, duly endorsed for transfer; (g) Any executed and filed (if applicable) transfer and assignment agreements necessary to transfer all of the Seller’s right, title and interest in and to the Proprietary Information to the Buyer, including but not limited to patent and patent application assignments, trademark and service xxxx assignments, and copyright assignments; (h) Any transfer and assignment agreements necessary to transfer all of the Seller’s right, title and interest in and to the Domain Names and Websites to the Buyer; (i) Releases of any and all Encumbrances on the Purchased Assets; (j) Certificates as required pursuant to Sections 9.1 and 9.2; (k) A certificate setting forth the Estimated Purchase Price Adjustment in accordance with Section 3.1(b); (l) A complete set of the disclosure schedules attached to this Agreement updated and supplemented in accordance with Section 7.4; and (hm) An executed counterpart to Payment in immediately available funds for the Service and Installation AgreementTransferred Employees’ accrued but unused vacation in accordance with Section 7.3(f) below.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents deliver, or cause to be delivered, to the Buyer or their designeesthe following duly executed and/or certified, as appropriate, and otherwise effective items: (a) the Xxxx of Sale as provided in Section 1.1this Agreement; (b) copies of resolutions of the Seller's Board of Directors authorizing Related Agreements to which the execution of this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated hereinSeller is a party, 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 Sellerif any; (c) Deliver possession to Buyer at the Round LakeSeller Consents, Illinois, location of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Assetsif any; (d) a certificate in substantially the opinion of counsel provided for in Section 6.5; form attached hereto as Exhibit 6.1(d) (ethe “Seller Certificate”) an duly executed counterpart by the Seller representing, warranting, and certifying to the Assumption Agreement Buyer that, except as provided otherwise stated in Section 2.3; (f) A certificatethe Seller Certificate, dated as of the Closing Date ("Seller Closing Certificate") each representation and executed by an officer of the Seller, certifying that (i) all representations and warranties warranty of the Seller contained in this Agreement were true was true, accurate, and accurate complete in all material respects on and as of the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereofis true, accurate, and complete 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 said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again material respects on and as of the Closing Date to the same extent and are then true with the same effect as if made on and accurate as though then made of the Closing Date (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 and except to the extent any such representation and warranty speaks of an earlier and/or later date and/or time, in which case such representation or expressly consented to in writing by the Buyer); warranty shall have been true, accurate, and (iii) the Seller has performed and complied complete 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 Dateas of such earlier and/or later date and/or time); (ge) An executed counterpart copies, certified or otherwise identified to the Transition Services Agreement reasonable satisfaction of the Buyer, of all documents and items that the Buyer shall reasonably request, if any, to carry out the intents and purposes of this Agreement, including, without limitation, (i) a unanimous written consent (or minutes) of the board of directors (including, without limitation, the disinterested directors) (or similar body) of the Seller, in substantially the form attached hereto as Exhibit F 6.1(e)(i), dated on or before the date hereof approving, authorizing, and adopting this Agreement, the Related Agreements, and the Contemplated Transactions (the "Transition Services Agreement")“Board Resolutions”) and (ii) a certificate in substantially the form attached hereto as Exhibit 6.1(e)(ii) (the “Certificate of Officer”) duly executed by the appropriate officer(s) of the Seller representing, warranting, and certifying certain facts and other information to the Buyer; (f) any and all certificate(s) representing and evidencing the Shares (each, a “Stock Certificate,” and, collectively, the “Stock Certificates”) duly endorsed or accompanied by a duly executed stock power and assignment in substantially the form attached hereto as Exhibit 6.1(f) (the “Stock Power”) as necessary to effectuate the transfer of the Shares by the Seller to the Buyer; provided, however, that, if any Stock Certificate(s) shall have been lost or destroyed, the Seller shall be entitled to receive the consideration for the Share(s) represented by such lost or destroyed Stock Certificate(s) if the Seller provides the Buyer with a lost certificate affidavit and indemnification acceptable to the Buyer at or before the Closing; (g) the good standing and tax certificates and qualifications required by Section 5.1.6; and (h) An executed counterpart to the Service and Installation AgreementSeller Opinion.

Deliveries by the Seller. At Upon the Closing Closing, the Seller shall deliver the following instruments and documents is delivering to the Buyer or their designeesits designee: (a) an assignment, in form and substance reasonably satisfactory to the Xxxx of Sale as provided Buyer and the Seller, transferring to the Buyer the Subject Membership Interest in Section 1.1the Company, duly executed by the Seller; (b) copies of resolutions of the Seller's Board of Directors of the Seller authorizing the execution execution, delivery and performance of this Agreement and the consummation a certificate of an officer of the transactions Seller, dated as of the date of this Agreement, to the effect that such resolutions were duly adopted and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct and are in full force and effect as of the Closing Date by the Secretary of the Sellereffect; (c) Deliver possession to Buyer at the Round Lake, Illinois, location a copy of the Business, all Seller's books, records, documents and other written materials included as part of fairness opinion delivered by Merrill Lynch to the Purchased AssetsSeller or its affiliates covering the transactioxx xnder this Agreement; (d) the opinion limited liability company agreement of counsel provided for the Company (the "Company LLC Agreement"), in Section 6.5form and substance reasonably satisfactory to the Buyer and the Seller, duly executed by the Seller; (e) an executed counterpart the amended and restated limited liability company agreement of the Seller (the "Seller LLC Agreement"), in form and substance reasonably satisfactory to the Assumption Agreement as provided in Section 2.3Buyer and the Seller, duly executed by the Seller; (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 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 said representations and warranties are, by the execution and 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 Transition Services 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 F entered into between MAPL and WNGL (the "Transition Services Agreement"), substantially in the form of Exhibit C hereto, duly executed by WNGL; (g) a guaranty agreement, in form and substance reasonably satisfactory to the Buyer, duly executed by WMB and WNGL; (h) a release, in form and substance reasonably satisfactory to the Buyer, duly executed by WMB and WNGL; (i) an omnibus assignment, in form and substance reasonably satisfactory to the Buyer, duly executed by WMB and WNGL; and (hj) An executed counterpart all other previously undelivered documents required to be delivered by the Seller to the Service and Installation AgreementBuyer at or prior to the Closing Date.

Deliveries by the Seller. At the Closing (a) On or prior to each Non-Issuer Transfer Closing, the Seller shall deliver (or cause to be delivered) to the Purchaser (or its designee) originals, or copies if specified, of the following instruments agreements, documents and documents to other items (collectively, the Buyer or their designees:“Non-Issuer Closing Seller Deliverables”): (ai) Counterparts to this Agreement, duly executed by the Seller. (ii) Counterparts to a Xxxx of Sale and Assignment Agreement in respect of the related Non-Issuer Transfer Assets, duly executed by the Seller. (iii) Counterparts to the Assignment and Assumption Agreement respect to such Non-Issuer Transfer Asset Group, duly executed by the Seller. (iv) Counterparts to the Transition Subservicing Agreement, duly executed by the Seller. (v) An opinion of counsel relating to corporate matters of the Seller, in a form reasonably acceptable to Purchaser. (vi) A Secretary’s Certificate of the Seller, in a form reasonably acceptable to Purchaser. (vii) With respect to a Non-Issuer Transfer Closing in respect of the Group 6 Assets or Group 8 Assets, Amendments to the Group 6 Assumed Contracts or Group 8 Assumed Contracts (which may be included in the related Assignment, Assumption and Recognition Agreement, in which case no separate deliverables are required), as provided applicable, executed by all required parties in Section 1.1;accordance with the related Assumed Contract, in form and substance reasonably satisfactory to Purchaser, which amendments amend the applicable Assumed Contract to include language required by Purchaser to enable Purchaser to obtain financing for any advances made on the Reverse Mortgage Loans related to applicable Asset Group. (viii) Counterparts to the Escrow Agreement, duly executed by the Seller. (b) On or prior to an Issuer Transfer Closing, the Seller shall deliver (or cause to be delivered) to the Purchaser (or its designee) originals, or copies of resolutions if specified, 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, recordsfollowing agreements, documents and other written materials included as part of items (collectively, the Purchased Assets;“Issuer Transfer Closing Seller Deliverables” and together with the Non-Issuer Transfer Closing Seller Deliverables, the “Seller Deliverables”): (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 The items described in this Agreement were true and accurate as of the date of this Agreement clauses (unless such representations and warranties expressly speak as of a specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception with respect to "materiality"i), 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 said representations and warranties are, by the execution and 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"iv), 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(v); , (vi) and (iiiviii) of Section 2.06(a), to 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 extent not delivered on a prior to or on the Closing Date; (gii) An Counterparts to a Xxxx of Sale and Assignment Agreement with respect to such Issuer Transfer Asset Group, duly executed counterpart by the Seller. (iii) Counterparts to the Transition Services Assignment and Assumption Agreement in with respect to such Issuer Transfer Asset Group duly executed by the form attached hereto as Exhibit F (the "Transition Services Agreement"); andSeller. (hiv) An executed counterpart Counterparts to the Service Xxxxxx Mae Issuer Transfer Documents with respect to such Issuer Transfer Asset Group duly executed by the Seller. (v) The related Assets. (vi) The related Transfer Fee, as applicable, payable in accordance with Section 2.01 and Installation Section 2.04. (vii) Counterparts to the Acknowledgment Agreement, duly executed by the Seller. (viii) Counterparts to the Pledge Agreement, duly executed by the Seller.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesPurchaser: (a) the An Instrument of Assignment and Xxxx of Sale substantially in the form attached hereto as provided in Section 1.1Exhibit A (the “Instrument of Assignment and Xxxx of Sale”), duly executed by the Seller; (b) copies warranty deeds in recordable form relating to the Owned Real Property substantially in the form of resolutions of Exhibit B and Exhibit C; (c) a Patent Assignment substantially in the Seller's Board of Directors authorizing form attached as Exhibit D (the execution of this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated herein“Patent Assignment”), which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date each duly executed 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) an Assumption Agreement substantially in the opinion of counsel provided for in Section 6.5form attached as Exhibit E (the “Assumption Agreement”), duly executed by the Seller; (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 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 said representations and warranties are, by the execution and 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 F F, with Exhibit A thereto, containing services and costs, to be negotiated and agreed by the parties in good faith (the "“Transition Services Agreement"”), duly executed by the Seller; (f) a Supply and Services Agreement substantially in the form attached as Exhibit G (the “ Supply and Services Agreement”), duly executed by the Seller; (g) a Supply Agreement in the form attached as Exhibit H, with Exhibit A thereto, containing the products to be supplied, costs and lead times, to be negotiated and agreed by the parties in good faith (the “Supply Agreement”), duly executed by the Seller; (h) a certificate of non-foreign status as provided in United States Department of Treasury Regulation Section 1.1445-2b; (i) the Seller’s Certificate; (j) a certificate prepared by the Seller’s chief financial officer to the effect that the audited balance sheet of the Business as at December 31, 2006, the audited income statement and statement of cash flows of the Business for the year ending December 31, 2006, together with the related footnotes thereto and auditors reports thereon, and the Unaudited Financial Statements were prepared in a manner and containing information consistent with the Seller’s current practices and in compliance with Section 5.8 hereof (such certificate, the “CFO Certificate”); and (hk) An executed counterpart all other previously undelivered documents required to be delivered by the Seller to the Service and Installation Purchaser at or prior to the Closing pursuant to this Agreement.

Deliveries by the Seller. At the Closing or thereafter as specified below, the Seller Seller, at the Seller’s sole cost, shall deliver or cause to be delivered to the Purchaser the following instruments and documents to the Buyer or their designeesitems: (a) one or more bills of sale, in substantially the form of Exhibit A attached hereto (the “Xxxx of Sale as provided Sale”), in Section 1.1each case duly executed by each applicable Seller; (b) copies an Assumed Liabilities assignment and assumption agreement, in substantially the form of resolutions of Exhibit B attached hereto (the Seller's Board of Directors authorizing the execution of this Agreement “Liabilities Assignment and the consummation of the transactions and conveyance of Purchased Assets contemplated hereinAssumption Agreement”), which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date duly executed by the Secretary of the each applicable Seller; (c) Deliver possession an assignment and assumption of Leases, in substantially the form of Exhibit C attached hereto (the “Lease Assignments”), for each Lease, duly executed and notarized by each applicable Seller, and which in the case of federal and state leases, shall also include certain transfer and assignment instruments to Buyer at the Round Lake, Illinois, location of the Business, all Seller's books, records, documents be executed by Seller and other written materials included Purchaser as part of the Purchased Assetsrequired under applicable Legal Requirements; (d) one or more assignment and assumption agreements of Contracts, in substantially the opinion form of counsel provided for in Section 6.5Exhibit D attached hereto (the “Contract Assignments”) duly executed by each applicable Seller; (e) an the Back-To-Back Coal Supply Agreements duly executed counterpart to the Assumption Agreement as provided in Section 2.3by each applicable Seller; (f) A certificatePermit Transfer Applications, duly executed by each applicable Seller, as and to the extent applicable; (g) a permit operating agreement, in substantially the form of Exhibit E (the “Permit Operating Agreement”) duly executed by each applicable Seller entity; (h) the Deeds, in substantially the form of Exhibit F, duly executed and notarized by each applicable Seller, along with any documents (including transfer tax forms) required by the applicable city, county, or state to effectuate the recording of the Deed (other than any Deeds or any such documents relating to the Ranches, which shall be delivered pursuant to Section ‎8.5(e); (i) the Royalty Agreement, in substantially the form of Exhibit G, duly executed and notarized by each applicable Seller, along with any documents (including transfer tax forms) required by the applicable city, county, or state to effectuate the recording of the Royalty Agreement; (j) at Closing or as soon thereafter as practicable, appropriate termination statements under the Uniform Commercial Code and release of Liens set forth on Schedule ‎4.2(j); (k) all certificates of title necessary to transfer to the Purchaser any vehicles or other Purchased Assets the ownership of which is evidenced by a certificate of title, duly executed by each applicable Seller; (l) a certificate of the Secretary of State of Delaware as to the good standing of each Seller entity in such jurisdiction dated within 15 days of the Closing Date; (m) a certificate of the Secretary of each Seller entity certifying as to resolutions duly adopted by its Board of Managers and/or by its member(s), as applicable, authorizing the execution and delivery of this Agreement and the Ancillary Agreements by such Seller and its performance of the transactions contemplated hereby and thereby; (n) a certification, signed under penalties of perjury and dated not more than 30 days prior to the Closing Date, that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2) and confirms that Seller is not a “foreign person” as defined in Section 1445 of the Code; (o) a certificate executed by Seller, 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 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 said representations and warranties are, by the execution and 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 andDate, in any case, without giving effect to any standard, qualification or exception accordance 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 F (the "Transition Services Agreement"Section ‎9.2(b); and (hp) An executed counterpart to the Service Estimated Pre-Closing Wyoming Production Tax Liabilities Amount and Installation Agreementthe Estimated Maintenance Contracts Amount.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesPurchasing Parties: (a) the Xxxx an Instrument of Assignment and Bxxx of Sale substantially in the form attached as provided in Section 1.1Exhibit A, duly executed by the Seller (the "Instrument of Assignment and Bxxx of Sale"); (b) copies of resolutions of a special warranty deed ("Deed") in recordable form relating to the Seller's Board of Directors authorizing Owned Real Property substantially in the execution of this Agreement form attached as Exhibit B; (c) a Trademark Assignment substantially in the form attached as Exhibit C (the "Trademark Assignment") and a Patent Assignment substantially in the consummation of form attached as Exhibit D (the transactions and conveyance of Purchased Assets contemplated herein"Patent Assignment"), which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date each duly executed 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) an Assumption Agreement substantially in the opinion of counsel provided for in Section 6.5form attached as Exhibit E (the "Assumption Agreement"), duly executed by the Seller; (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 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 said representations and warranties are, by the execution and 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 substantially in the form attached hereto as Exhibit F (the "Transition Services Agreement"), duly executed by the Seller; (f) a License Agreement substantially in the form attached as Exhibit G (the "License Agreement"), duly executed by the Seller; (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 good 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 any other necessary documents that, when filed on the Closing Date, will be sufficient to release all Liens (other than Permitted Liens) on the Assets; (k) a certificate of non-foreign status as provided in U.S. Department of Treasury Regulation Section 1.1445-2(b); and (hl) An executed counterpart all other previously undelivered documents required to be delivered by the Seller to the Service and Installation Purchasing Parties at or prior to the Closing pursuant to this Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents is delivering to the Buyer or their designees(unless delivered previously) the following: (a) stock certificates representing the Xxxx Shares accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of Sale as provided in Section 1.1transfer, with all necessary transfer tax and other revenue stamps affixed thereto; (b) copies of resolutions of a receipt for 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 SellerEstimated Purchase Price; (c) Deliver possession to Buyer at the Round Lake, Illinois, location copies of the Business, all Seller's books, records, documents Certificates of Incorporation and other written materials included as part By-laws of the Purchased AssetsSeller and the Company, certified by the Secretaries of the Seller and the Company, respectively, as being complete and correct; (d) the opinion stock books, stock ledgers and minute books of counsel provided for in Section 6.5the Company (all other records of the Company being located on the premises of the Company); (e) an 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 counterpart to and delivered by the Assumption Agreement as provided Seller pursuant hereto or in Section 2.3connection herewith, and the performance by the Seller of its obligations hereunder and thereunder; (f) A certificate, dated as copies of the Closing Date ("Seller Closing Certificate") and executed resolutions adopted by an officer the Board of Directors of the SellerCompany, certifying that (i) all representations and warranties certified by the Secretary of the Seller contained Company as having been duly and validly adopted and as being in this Agreement were true full force and accurate as effect, autho- rizing, among other things, the termination of the date of this Agreement (unless such representations Guaranty and warranties expressly speak as of a 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 said representations and warranties are, by the execution and delivery by the Company of the Seller Closing CertificateTermination Agreement, 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 performance 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 DateCompany of its obligations thereunder; (g) An executed counterpart 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 Transition Services Agreement in Closing; (i) a duly executed Certificate of Non-Foreign Status duly executed by the form Seller, attached hereto as Exhibit F (the "Transition Services Agreement")B; and (hj) An executed counterpart counterparts (or, in the case of the consents referred to in Section 1.4(a) hereof, copies thereof) of all Consents (as defined in Section 2.6 hereof) obtained by the Service Seller and Installation Agreementthe Company in connection with this Agreement and the Other Documents.

Deliveries by the Seller. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesPurchaser each of the following: (a) the a Xxxx of Sale Sale, in substantially the form attached hereto as provided in Section 1.1Exhibit E (the “Xxxx of Sale”) for the Business Tangible Property, executed by an authorized officer of the Seller; (b) copies all consents, waivers or approvals required in order to properly effectuate the assignment of resolutions the Assumed Contracts to the Purchaser, or the consummation of the transactions pursuant to this Agreement, all in a form or forms reasonably acceptable to the Purchaser; (c) an Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit F (the “Assumption Agreement”) executed by the Seller; (d) an Assignment and Assumption of Lease, in substantially the form attached hereto as Exhibit G (the “Lease Assignment”) executed by the Seller and the landlord; (e) the Restrictive Covenants Agreements, in substantially the form attached hereto as Exhibit H (the “Restrictive Covenants Agreement”) executed by [____]; (f) a Settlement Statement, in substantially the form attached hereto as Exhibit I (the “Settlement Statement”) setting forth the various adjustments to the Closing Payment; (g) an Assignment of Intellectual Property, in substantially the form attached hereto as Exhibit J (the “IP Assignment”) executed by the Seller; (h) the 8-K Financial Information; (i) the Lighthouse Director Side Letter executed by the Seller and the Majority Member; (j) a certificate, signed by an authorized [manager/officer] of the Seller's Board , dated as of Directors the Closing Date, certifying (i) the accuracy, completeness and full force and effect of the Charter Documents of the Seller attached thereto as an exhibit; (ii) (A) the resolutions duly adopted by the managers and the members of the Seller authorizing and approving the execution execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and conveyance of Purchased Assets contemplated herein, which thereby and (B) that such resolutions shall have not been certified as true, correct rescinded or modified and remain in full force and effect as of the Closing Date Date; and (iii) the incumbency of the [manager/officer(s)] of the Seller executing this Agreement and the other Related Agreements, including specimen signatures; (k) a good standing certificate for the Seller issued by the Secretary appropriate Governmental Authority of the state of the Seller’s organization, dated as of a recent date; (cl) Deliver possession evidence reasonably satisfactory to Buyer at the Round Lake, Illinois, location Purchaser of a full release of all security interests held by third parties in any of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Business Assets; (dm) evidence reasonably satisfactory to the opinion Purchaser of counsel provided for in Section 6.5full repayment and satisfaction of Closing Indebtedness; (en) an executed counterpart Uniform Commercial Code lien searches and such other searches as may be reasonably requested by the Purchaser to confirm that there are no financing statements, judgments, taxes or other Liens outstanding against the Assumption Agreement Seller or any of the Business Assets as provided in Section 2.3of the Closing; (fo) A certificatetax clearance certificates from the taxing authorities in the jurisdictions that impose Taxes on the Seller or where the Seller has a duty to file Tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any Taxes owed by the Seller in those jurisdictions; (p) An affidavit of non-foreign status of the Seller and the Majority Member, dated as of the Closing Date ("Seller Closing Certificate") Date, in form and executed by an officer substance required under Section 1445 of the Seller, certifying Code such that (i) all representations and warranties the Purchaser is exempt from withholding any portion 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 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 said representations and warranties are, by the execution and 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 F (the "Transition Services Agreement")Purchase Price; and (hq) An executed counterpart such other separate documents or instruments of sale, assignment or transfer as the Purchaser shall reasonably request, including registration transfers for Domain Names used or held for use by the Seller for the Business, to evidence the Service and Installation Agreementconsummation of the transactions set forth herein.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesPurchaser: (a) an original stock certificate representing the Xxxx Shares, duly and validly issued by Filene’s Basement in the name of Sale as provided the Purchaser, together with evidence reasonably satisfactory to the Purchaser 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 Section 1.1form and substance, to the Purchaser; (b) copies an assignment agreement with respect to the LLC Interests whereby the Purchaser is substituted as the sole member 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 hereinFB Services, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date duly executed by the Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location evidence of the Business, resignation of all Seller's books, records, documents and other written materials included as part of the Purchased Assetsofficers and the members of the board of directors of Filene’s Basement and board of managers of FB Services and FB Leasing Services LLC (“FB Leasing”), but only, in either event, if required by the Purchaser in connection with the Closing; (d) the opinion limited liability company and corporate books, unit ledgers and stock ledgers, minute books and corporate and company seal or their functional equivalents of counsel provided for in 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 6.52.2(d) if such item has been delivered to, or is otherwise located at, the corporate offices of Filene’s Basement at 00 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 on the date of this Agreement or the offices of Filene’s Basement’s counsel, at Vorys, Xxxxx, Xxxxxxx & Xxxxx LLP at 00 Xxxx Xxx Xxxxxx, Xxxxxxxx, Xxxx 00000-0000; (e) an executed counterpart all consents and approvals to the Assumption sale of the Shares and the reorganization contemplated by Section 5.14 and any other aspect of the transactions contemplated by this Agreement, to the extent required by the lenders under the Credit Agreement as provided in Section 2.3of the Closing; (f) A certificate, dated as of a certification in a form reasonably satisfactory to the Closing Date ("Seller Closing Certificate"Purchaser pursuant to Treas. Reg. §1.1445-2(b)(2) and executed by an officer of the Seller, certifying stating 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 is not a 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 said representations and warranties are, by the execution and 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 Dateforeign person; (g) An a copy of the Shared Services Agreement, duly executed counterpart by DSW; (h) evidence in a form reasonably satisfactory to the Transition Purchaser that the following transactions have been completed: (A) prior to the Closing, FB Services Agreement was formed as a direct subsidiary of the Seller, and FB Leasing was formed as a direct subsidiary of 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 Purchaser; (i) evidence in a form attached hereto as Exhibit F reasonably satisfactory to the Purchaser of the consent by DSW to the release of Filene’s Basement under Section 10.08 of the Tax Separation Agreement, dated July 5, 2005, among the Seller and its affiliates and DSW and its affiliates; (j) evidence in a form reasonably satisfactory to the "Transition Services Agreement")Purchaser that the Seller has received all corporate authorizations required of it in order to complete the Closing Date Transactions; and (hk) An executed counterpart any other documents, instruments and writings reasonably required to be delivered at the Closing by the Seller to the Service and Installation Purchaser pursuant to this Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesPurchaser: (a) the Xxxx of Sale as provided in Section 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 a certificate, dated as the Closing Date, in form and substance reasonably satisfactory to the Purchaser and duly executed on behalf of the Closing Date ("Seller Closing Certificate") and executed 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; (ib) all representations a stock certificate representing the Purchased Interest, duly and warranties validly issued by Value City Holdings in the name of the Seller contained Purchaser; (c) the Warrants in this Agreement were true and accurate as the name of the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereofPurchaser, 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 duly executed by the Buyer; Seller; (iid) all of said representations and warranties are, by evidence reasonably satisfactory to the execution and delivery Purchaser of the Seller Closing Certificate, made again on and as completion of the Closing Date Reorganization; (e) evidence of the resignations of the officers and are then true the members of the board of directors or board of managers, as applicable, of each Company and accurate as though then made each Subsidiary; (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 (iiif) the Seller 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 performed and complied in all material respects with all been delivered to, or is otherwise located at, the covenants, agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or on the Closing Dateoffices of Value City; (g) An executed counterpart amendments to the Transition Services SSC License Agreement (as defined in Section 6.11), duly executed by Value City of Michigan, Inc. and Value City; (h) a copy of the VCM/RVLI License Agreement, duly executed by Retail Ventures Licensing, Inc. and Value City of Michigan, Inc.; (i) a copy of the Shared Operations Agreement, duly executed by Value City and American Signature, Inc.; (j) the Stockholders Agreement, duly executed by the Seller; (k) evidence reasonably satisfactory to the Purchaser of the Releases; (l) a certification in a form attached hereto reasonably satisfactory to the Purchaser pursuant to Treas. Reg. §1.1445-2(b)(2) stating that the Seller is not a foreign person; (m) evidence reasonably satisfactory to the Purchaser of the proper assignment to the Seller of that certain Master Equipment Lease Agreement, dated as Exhibit F of August 30, 2005, by and between Value City and National City Leasing Corporation, including any schedules or amendments thereto (the "Transition Services Agreement"“Master Equipment Lease”), executed by Value City, the Seller and National City Leasing Corporation; and (hn) An executed counterpart any other documents, instruments and writings reasonably required to be delivered at the Closing by the Seller to the Service and Installation Purchaser pursuant to this Agreement.

Deliveries by the Seller. At the Closing, the Seller will deliver or cause to be delivered to the Buyer duly executed instruments of transfer and assignment of the Assets in 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 the following instruments and documents to the Buyer or their designeesBuyer: (a) the Xxxx originals (or if not in existence, copies) of Sale 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 in Section 1.1to Buyer or made available to Buyer; (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, a certificate dated as of the Closing Date and signed by the secretary of Seller, certifying the certificate of incorporation, bylaws, board of directors and 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 Closing Certificate") and executed issued as of a recent date by an officer the Secretary of State of the Seller, certifying that ’s jurisdiction of incorporation (iDelaware) all representations and warranties by the Secretary of State of the Seller contained State of Texas; (d) executed counterparts reasonably satisfactory in this Agreement were true form and accurate as substance to the Buyer of all consents listed in Section 2.2(d) of the date of this Agreement Disclosure Schedule (unless such representations and warranties expressly speak as of a specific date the “Consents”), other than those listed on Section 4.3 of 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 Disclosure Schedule; (e) the Buyer; (ii) all Bxxx of said representations and warranties areSale, by and between the execution Buyer and delivery of the Seller Closing Certificatein the form attached hereto as Exhibit C, 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 duly executed by the Seller prior to or on (the Closing Date“Bxxx 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) An the Earnout Agreement, by and between the Buyer, the Parent and the Seller in the form attached hereto as Exhibit B, duly executed counterpart by the Seller; (h) the Trademark Assignment Agreement, by and between the Seller and the Buyer in the form attached hereto as Exhibit D, duly executed by the Seller (the “Trademark Assignment Agreement”); (i) a consulting agreement duly executed by each of the individuals listed on Section 2.2(j) of the Disclosure Schedule, in the form attached hereto as Exhibit E (the “Consulting Agreement”); (j) employment offers duly executed by each of the individuals listed on Section 2.2(k) of the Disclosure Schedule (the “Employment Offers”); (k) payoff letters in the form reasonably acceptable to Buyer from each of the Transition Services Agreement lenders of the Seller listed in Section 1.2 of the Disclosure Schedule and indicated thereon to be delivering payoff letters; (l) a side letter agreement in the form attached hereto as Exhibit F (“AAFES Side Letter”) duly executed by Seller and Bxxxx; (m) all documents necessary to change the "Transition Services Agreement")name of the Seller and to terminate all of its assumed name filings; and (hn) An executed counterpart all other documents required by the terms of this Agreement to be delivered to the Service and Installation AgreementBuyer at the Closing.

Deliveries by the Seller. At Subject to the terms and conditions of this Agreement, in reliance on the representations, warranties and agreements of the Purchaser contained herein, and in consideration of the Purchase Price, the Seller agrees to deliver at the Closing the Seller shall deliver the following instruments following, all reasonably satisfactory in form and documents substance to the Buyer or their designees: (a) the Xxxx of Sale as provided in Section 1.1; (b) copies of resolutions of the Seller's Board of Directors authorizing the execution of this Agreement Purchaser 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 its legal counsel: (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 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 BuyerAcquired Assets; (ii) a duly executed xxxx of sale for all of said representations the Acquired Assets (the “Xxxx of Sale”); (iii) a duly executed assignment and warranties are, by assumption agreement necessary to transfer to the execution Purchaser the Acquired Contracts and delivery certain other Acquired Assets (the “Assignment and Assumption Agreement”); (iv) a duly executed patent and trademark assignment necessary to evidence the transfer of the Seller Closing CertificateTrademarks and Trademark registrations listed on Schedule 5.07(b) and the goodwill associated therewith (the “Trademark Assignment”) ; (v) all documents of title, made again on and as if any, necessary to transfer to the Purchaser any of the Closing Date Tangible Property; (vi) evidence reasonably satisfactory to the Purchaser that any and are then true and accurate as though then made all Encumbrances on the Acquired Assets have been released; (unless such representations and warranties expressly speak as vii) evidence of receipt of all consents set forth on Schedule 5.05; (viii) all documents necessary to transfer to the Purchaser the registered domain names related to the Web Sites; (ix) a specific date other than duly executed copy of the date thereof andSeverance Waiver Agreement, if applicable, of Xxxxxxxxx Xxxxxxxxxx; (x) a certificate of Seller relating to the items set forth in any case, without giving effect to any standard, qualification or exception with respect to "materiality"Section 7.01(a), except as would not have a Material Adverse Effect (b) and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer(d); and (iiixi) the Seller has performed all other deeds, endorsements, transfer, conveyance and complied in all material respects with all the covenantsassumption documents and any other instruments and documents as, 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 F (reasonable opinion of counsel for the "Transition Services Agreement"); and (h) An executed counterpart Purchaser, are required to vest in the Service Purchaser all right, title and Installation interest in and to any of the Acquired Assets or to effectuate the terms of this Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver or cause to be delivered to Purchasers the following instruments and documents to the Buyer or their designeesfollowing: (a1) Irrevocable instruction letter to the Xxxx Company's transfer agent, accompanied by an appropriate legal opinion, for the issuance of Sale as provided two common stock certificates evidencing in Section 1.1the aggregate 500,000 Shares of Common Stock, duly authorized, issued, fully paid and non-assessable, registered in the name of the respective Purchaser; (b2) 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 hereinThe Registration Rights Agreement, 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 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 said representations and warranties are, by the execution and 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 F A (the "Transition Services Registration Rights Agreement"), duly executed by the Seller. (3) A legal opinion of Law Offices of Dan Brecher ("Seller's Counsel"), counsel to the Seller, in xxxx xxx xubstance satisfactory to the Purchasers. (4) A certificate of the Secretary of the Seller (the "Secretary's Certificate"), in form and substance satisfactory to the Purchasers, certifying as follows: (i) that attached to the Secretary's Certificate is a true and complete copy of the Certificate of Incorporation of the Seller, as amended to date, including all certificates of designation and documents or instruments amending or restating the Certificate of Incorporation of the Seller; (ii) that a true copy of the Bylaws of the Seller, 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 Board of Directors of the Seller (A) authorizing the execution, delivery and performance of this Agreement 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 issuance of the Common Stock; and (hiv) An executed counterpart to at the Service Closing, that the representations and Installation Agreementwarranties 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 or any Subsidiary;.

Deliveries by the Seller. At the Closing, the Seller will deliver or cause to be delivered to the Buyer duly executed instruments of transfer and assignment of the Assets in 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 the following instruments and documents to the Buyer or their designeesBuyer: (a) the Xxxx originals (or if not in existence, copies) of Sale 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 in Section 1.1to Buyer or made available to Buyer; (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, a certificate dated as of the Closing Date and signed by the secretary of Seller, certifying the certificate of incorporation, bylaws, board of directors and 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 Closing Certificate") and executed issued as of a recent date by an officer the Secretary of State of the Seller, certifying that ’s jurisdiction of incorporation (iDelaware) all representations and warranties by the Secretary of State of the Seller contained in this Agreement were true and accurate as State of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and 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 DateTexas; (gd) An executed counterpart counterparts reasonably satisfactory in form and substance to the Transition Services Agreement 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 F C , duly executed by the Seller (the "Transition Services Agreement"“ Xxxx of Sale ”); and; (hf) An the Assignment Agreement, by and between the Buyer and the Seller in the form attached hereto as Exhibit A , duly executed counterpart to by Seller; (g) the Service Earnout Agreement, by and Installation Agreement.between the Buyer, the Parent and the Seller in the form attached hereto as Exhibit B , duly executed by the Seller;

Deliveries by the Seller. At the Closing the The Seller shall deliver the following instruments and documents or caused to be delivered to the Buyer or their designeesBuyer: (a) the Xxxx of Sale as provided in Section 1.1Company Balance Sheet; (b) copies a certificate 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 SellerCompany attaching a correct and complete copy of the bylaws, including all amendments thereto, of the Company; (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 a certificate, dated as the date of the Closing Date ("Seller Closing Certificate") this Agreement and executed by an a duly authorized officer of the Seller, certifying that (i) all each of the representations and warranties of the Seller contained in this Agreement were is true and accurate 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 Agreement; (unless such representations e) a good standing certificate for the Company certified by the Secretary of State of Florida or other appropriate official in Florida and warranties expressly speak each other state or country in which the Company is qualified to do business as of a specific foreign corporation and in each case dated a date other no more than five (5) Business Days prior to the date hereof, of this Agreement; (f) an Employment Agreement between the Buyer and Marcos Konig substantially in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except the form attached hereto 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 said representations and warranties are, by the execution and 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 DateExhixxx X-0; (g) An executed counterpart to an Employment Agreement between the Transition Services 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 F B; (i) an Escrow Agreement among the "Transition Services Agreement")Buyer, vFinance, Inc., the Seller, Global Partners Securities, Inc. and Escrow Agent substantially in the form attached hereto as Exhibit C; (j) a Registration Rights Agreement between vFinance, Inc., the Seller and Global Partners Securities, Inc. substantially in the form attached hereto as Exhibit D; (k) a Standstill Agreement among vFinance, Inc., Marcos Konig, Harry Konig and Salomon Konig, substantially in xxx xxxx xxxxxxxx xxxxxx as Exxxxxx X; (l) resignation letters of all members of the boards of directors of the Company, together with an acknowledgment that they have no prior or present claim whatsoever against the Company; (m) the original corporate record books and stock record books of the Company; (n) evidence that all Indebtedness of the Company to all of its Affiliates has been paid in full; and (ho) An executed counterpart such other documents and instruments as are reasonably required to be delivered to the Service and Installation Buyer by the Seller in order to effect the transactions contemplated by this Agreement.

Deliveries by the Seller. At the Closing On Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesthe following: (a) all bills of sale, assignments and transfers, in form and content reasonably satisfactory to the Xxxx solicitors 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 Sale as provided in Section 1.1such instruments is required; (b) copies all instruments of resolutions assignment of Intellectual Property appropriate to effectively vest good and marketable title to the Seller's Board Intellectual Property in the Buyer to the extent contemplated by this Agreement, and immediately registrable in all places where registration 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 Sellersuch instruments is required; (c) Deliver possession any other documents the Buyer may reasonably require to transfer to the Buyer at on the Round LakeClosing Date good and marketable title to the Assets, Illinois, location free and clear of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased AssetsEncumbrances; (d) the opinion a certificate 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, Seller certifying that (i) all the truth and accuracy of the representations and warranties and compliance with covenants of the Seller contained in this Agreement were true and accurate Agreement, each as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and 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; (e) direction from the Seller as to the manner of registration of the Shares, 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; (f) certified copy of the resolutions of the directors of the Seller approving this Agreement and the transactions contemplated hereby; (g) An executed counterpart all books and records relating to the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Agreement")Assets; and (h) An executed counterpart if the parties: (i) settle on a mutually acceptable form of Closing agenda prior to the Service Closing Date, then 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, then such other materials that are, in the opinion of the Seller and Installation the Buyer acting reasonably, required to be delivered by either the Seller or the Buyer in order for it to have met its obligations under this Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller or an Affiliate of the Seller shall deliver deliver, or cause to be delivered, to the Purchaser or an Affiliate of the Purchaser the following instruments and documents (except to the Buyer extent actually delivered to the Purchaser or their designees:one of its Affiliates at or prior to the Closing pursuant to a Local Purchase Agreement): (a) a duly executed counterpart of each Assignment and Assumption Agreement, xxxx of sale and any other appropriate document of transfer in form and substance reasonably acceptable to the Xxxx Purchaser and the Seller, transferring the tangible personal property included in the Transferred Assets to the Purchaser and assigning to the Purchaser all rights of Sale as provided the Seller and its Affiliates in Section 1.1and to all of the Transferred Contracts; (b) copies a duly executed counterpart of resolutions each 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 Sellerother Ancillary Agreements; (c) Deliver possession to Buyer at the Round Lake, Illinois, location a duly executed counterpart of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased AssetsSupply Agreement; (d) assignments, in form and substance reasonably acceptable to the opinion Purchaser and, if applicable, as required by any Governmental Entity with which the Seller’s or any of counsel provided for in Section 6.5its Affiliates’ rights to any Transferred Intellectual Property have been filed, assigning to the Purchaser the Transferred Intellectual Property; (e) an a duly executed counterpart certification that the Seller is not a foreign Person within the meaning set forth in Treasury Regulation Section 1.1445-2(b)(2)(iii)(A); it being understood that notwithstanding anything to the Assumption Agreement as provided contrary contained herein, if the Seller fails to provide the Purchaser with such certification, the Purchaser shall be entitled to withhold the requisite amount from the Purchase Price in accordance with Section 2.31445 of the Code and the applicable Treasury Regulations; (f) A certificate, dated as evidence of the Closing Date ("obtaining of each Seller Closing Certificate") and executed by an officer of Required Approval that is a condition to 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 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 said representations and warranties are, by the execution and 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 DatePurchaser’s obligations under Section 5.8; (g) An executed counterpart the certificate to be delivered pursuant to Section 5.9; (h) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the Transition Services Agreement in Purchaser, as may reasonably be deemed necessary or appropriate by the form attached hereto as Exhibit F (the "Transition Services Purchaser to give effect to this Agreement"); and (hi) An executed counterpart to the Service and Installation Agreementan estimated Transferred Subsidiary Closing Balance Sheet.

Deliveries by the Seller. At or prior to the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesBuyer: (a) the Xxxx of Sale as provided in Section 1.1Sale, duly executed by the Selling Entities; (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 hereinAssumption Agreement, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date duly executed by the Secretary of the SellerSelling Entities; (c) Deliver possession to Buyer at the Round LakeIP Assignment Agreement, Illinois, location of duly executed by the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Assetsapplicable Selling Entities; (d) Deeds with respect to all Owned Real Property, duly executed by the opinion of counsel provided for in Section 6.5applicable Selling Entities; (e) an such other instruments of assignment or conveyance duly executed counterpart by the applicable Selling Entities as shall be reasonably necessary to transfer the Purchased Assets to the Assumption Agreement as provided Buyer in Section 2.3accordance with this Agreement; (f) A certificate, dated as a copy 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 Sale Order as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 entered by the Buyer; (ii) all of said representations and warranties are, by the execution and 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 DateBankruptcy Court; (g) An a copy of the Canadian Sale Approval and Vesting Order as entered by the Canadian Court; (h) the Monitor’s Certificate referred to in the Canadian Sale Approval and Vesting Order duly executed counterpart by the Monitor; (i) the certificate contemplated by Section 8.2(c); (j) a properly executed certificate of non-foreign status prepared in accordance with Treasury Regulations Section 1.1445-2 (b) from each Domestic Selling Entity; (k) certificates representing all of the Equity Interests, duly endorsed (or accompanied by duly executed stock or similar powers) by the Selling Entity owning such Equity Interests in blank or for transfer to the Buyer or a Buyer Designee, if such Equity Interests are certificated, or other appropriate instruments necessary to transfer such Equity Interests to the Buyer and any applicable Buyer Designees; (l) the Transition Services Agreement Agreement, duly executed by the applicable Selling Entities; (m) certified copies of the resolutions duly adopted by the Acquired Subsidiary’s board of directors authorizing the sale of all of the equity interests of such entity and each of the other transactions contemplated hereby; (n) copies of the certificate of incorporation and bylaws (or equivalent governance documents) of the Acquired Subsidiary and the Japanese JV; (o) termination statements, lien releases, discharges, financing change statements or other documents, notices or other instruments as the Buyer may reasonably deem necessary to release all Encumbrances (other than Permitted Encumbrances), if any, on the assets of the Acquired Subsidiary, each in form and substance reasonably satisfactory to the form attached hereto as Exhibit F (the "Transition Services Agreement")Buyer duly executed by any holders of such Encumbrances; and (hp) An executed counterpart to the Service extent requested in writing by the Buyer not later than five (5) Business Days prior to the Closing Date, written resignations from (i) each director and Installation Agreementofficer of the Acquired Subsidiary, and (ii) each director appointed by any Selling Entity or Acquired Subsidiary to the board of directors of the Japanese JV.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver or cause to be delivered to Purchaser the following instruments and documents following: 1. Irrevocable instruction letter to the Buyer or their designeesCompany'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; 2. The Registration Rights Agreement, in the form attached hereto as EXHIBIT A (the "Registration Rights Agreement"), duly executed by the Seller. 3. A legal opinion of Law Offices of Dan Brecher ("Seller's Counsel"), counsel to the Sellex, xx xxxx and substance satisfactory to the Purchaser. 4. A certificate of the Secretary of the Seller (the "Secretary's Certificate"), in form and substance satisfactory to the Purchaser, certifying as follows: (ai) that attached to the Xxxx Secretary's Certificate is a true and complete copy of Sale as provided in Section 1.1; (b) copies the Certificate of resolutions Incorporation of the Seller's Board , as amended to date, including all certificates of Directors authorizing designation and documents or instruments amending or restating the execution Certificate 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 Incorporation of the Seller; (cii) Deliver possession to Buyer at the Round Lake, Illinois, location that a true copy 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 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 Board of Directors of the Seller (iA) all authorizing the execution, delivery and performance of this Agreement 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 issuance of the Common Stock; (vi) at the Closing, that the representations and warranties of the Seller contained in this Agreement were herein are true and accurate complete as of the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereofthereof, and in that there has not occurred any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have event which has had 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 said representations and warranties are, by the execution and delivery of on 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 or 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;Subsidiary, (gvii) An executed counterpart to such other matters as the Transition Services Agreement in Purchaser may reasonably request. 5. Such other documents as the form attached hereto as Exhibit F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation AgreementPurchaser shall reasonably request.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer Purchaser (or their designees:Purchaser shall have otherwise received): (a) a duly executed special warranty deed (as customary in the Xxxx applicable jurisdiction) with respect to the Owned Real Property, substantially in the form of Sale as provided in Section 1.1Exhibit C; (b) copies a duly executed assignment of resolutions leases for each of the Seller's Board leases comprising the Assumed Leased Real Property, substantially in the form 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 SellerExhibit D; (c) Deliver possession a duly executed assignment and assumption agreement for the Assumed Liabilities (the “Assignment and Assumption Agreement”), substantially in the form of Exhibit E; (d) a duly executed xxxx of sale (the “Xxxx of Sale”) and vessel xxxx of sale (“Vessel Xxxx of Sale”), substantially in the form of Exhibit F; (e) a duly executed assignment and assumption agreement relating to Buyer the Master Agreement and the Property Lease; (f) such documentation, identified by Purchaser at least five (5) days before the Round Lake, Illinois, location date of the BusinessClosing, all Seller's booksas may be necessary to change the authorized signatories on any bank accounts, records, documents safety deposit boxes and other written materials included as part of the lock boxes containing Purchased Assets; (dg) the opinion of counsel provided for in officer’s certificate required to be delivered pursuant to Section 6.510.1(b); (eh) an executed counterpart to a copy (in either electronic or printed form as reasonably requested by Purchaser) of the Assumption Agreement Customer Database, which shall be substantially in the format and contain the categories of information set forth on Exhibit G and which information shall be current as provided in Section 2.3of the Closing; (fi) A certificateduly executed payoff letters, dated lien releases, UCC termination statements, and any such other document as may be reasonably necessary, from each holder of an other Encumbrance that is to be released or discharged at or prior to the Closing Date evidencing the satisfaction, release or discharge of such other Encumbrance; ("Seller Closing Certificate") and executed by an officer of the Seller, certifying that (ij) all representations other instruments of conveyance and warranties of transfer as may be necessary to convey the Seller contained in this Agreement were true Purchased Assets and accurate the Assumed Liabilities to Purchaser; (k) such other documents as of the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception Purchaser may reasonably request with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or the transactions contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of said representations and warranties are, by the execution and 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 DateAgreement; (gl) An any real estate transfer tax declaration or similar documents required under applicable law in connection with the conveyance of the Owned Real Property or the Assumed Leased Real Property; and (m) a duly executed counterpart to the Transition Services Agreement Non-Foreign Affidavit substantially in the form attached hereto as Exhibit F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation Agreement.H.

Deliveries by the Seller. At the Closing Closing, the Seller shall hereby deliver the following instruments and documents to the Buyer or their designeesthe following: (a) Certificate of the Xxxx Secretary of Sale State of the State of Delaware, dated not more than fifteen (15) days prior to the Closing, attesting to the due organization and good standing of the Seller as provided a corporation in Section 1.1its jurisdiction of incorporation; (b) copies Copies, certified by an executive officer of resolutions the Seller as of the Closing, of the certificate of incorporation 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 Sellerall amendments thereto; (c) Deliver possession to Buyer at the Round LakeCopies, Illinois, location certified by an executive officer of the Business, all Seller's books, records, documents and other written materials included Seller as part of the Purchased AssetsClosing, of resolutions duly adopted by the board of directors and the shareholders of the Seller, if required, authorizing the execution and delivery by the Seller of this Agreement and all other agreements contemplated herein, the consummation the transactions contemplated herein, and the taking of all such other corporate action as shall have been required as a condition to, or in connection with the consummation of the contemplated transactions; (d) Executed counterparts of a Xxxx of Sale, General Conveyance, Transfer and Assignment, substantially in the opinion of counsel provided for form attached hereto as Exhibit A (the "General Conveyance"), and an Assumption Agreement, substantially in Section 6.5the form attached hereto as Exhibit B (the "Assumption Agreement"), together with the Xxxxx Products and Ravap Products registration transfers with the EPA in the forms attached hereto as Exhibit C; (e) an executed counterpart to Executed counterparts of the Assumption Agreement agreement providing for the manufacture of certain of the Xxxxx Products by Seller and purchase of Finished Xxxxx Inventory and Technical Xxxxx Insecticide Inventory, substantially in the form attached hereto as provided in Section 2.3Exhibit D (the "Contract Manufacturing Agreement"); (f) A certificateAn opinion of Xxxxxxxxx Xxxxxxxx, 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 legal counsel to 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 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 said representations and warranties are, by the execution and 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 andthose matters described in Exhibit E, in any case, without giving effect subject to any standard, customary 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 Dateprovisions; (g) An executed counterpart to Executed counterparts of the Transition Services Consent, Subordination and Agreement in the form attached hereto as Exhibit F I (the "Transition Services Subordination Agreement"); and (h) An executed counterpart to Executed counterparts of the Service Assignment, Assumption and Installation AgreementConsent Agreement among Buyer, Seller and The Xxxxx Mountain Corporation in the form attached hereto as Exhibit J (the "Xxxxx Consent").

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesPurchaser the following: (a) the Xxxx of Sale as provided in Section 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 hereina Master Services Agreement, 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 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 said representations and warranties are, by the execution and 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 substantially in the form attached hereto as Exhibit F A (the "“Master Services Agreement”), duly executed by the Seller and pertaining to the provision of compound testing services by the Purchaser to the Sanofi Group after Closing, which Master Services Agreement shall provide for both subsidy payments and service payments from the Seller to the Purchaser (to secure the Purchaser's obligations for the term of the Master Services Agreement, the Purchaser shall execute and deliver to the Seller a deed of trust encumbering the Owned Land and the Improvements); (b) a Transition Services Agreement", in the form to be mutually agreed to by the parties (the “Transition Services Agreement”), duly executed by the Seller, pertaining to the transitional services to be provided to the Purchaser after the Closing by the relevant Sanofi Affiliates; (c) the Deed of Sale, substantially in the form attached as Exhibit B, duly executed by the Seller; (d) A Non-Foreign Person Affidavit with respect to compliance with the Foreign Investment in Real Property Tax Act (Internal Revenue Code Sec. 1445, as amended, and the regulations issued thereunder) in form reasonably acceptable to Purchaser; (e) An Affidavit of Property Value in form required by applicable law; (f) the Hit Discovery Services Agreements, in the forms to be mutually agreed to by the parties (together, the “Hit Discovery Services Agreements”), duly executed by the Seller, pursuant to which the Purchaser shall have the right and license to use of two chemical libraries maintained at the Facility; (g) a certificate of the Secretary of the Seller, in form and substance reasonably acceptable to the Purchaser, certifying with respect to (i) the Seller’s certificate of incorporation and bylaws and (ii) incumbency; (h) the initial Subsidy Payment (as defined in the Master Services Agreement); and (hi) An executed counterpart such other bills of sale, assignments and instruments of conveyance in form and substance reasonably acceptable to the Service and Installation Purchaser, as shall be effective to vest in the Purchaser title to all the Transferred Assets in accordance with the provisions of this Agreement. In addition, at the Closing, the Seller will reimburse the Purchaser for the insurance premium paid by the Purchaser for the pollution legal liability insurance policy referenced in Section 4.3(g), up to a maximum reimbursement of $120,000.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer Purchaser (or their designeesits designee) each of the following: (ai) the An Assignment and Xxxx of Sale Sale, in such form as provided in Section 1.1mutually agreed by the parties, 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); (bii) copies of resolutions A Certificate of the Secretary of Seller showing the signatures of those officers of Seller's Board of Directors authorizing the execution of , 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 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 consummation directors of Seller certified by the transactions Secretary of Seller as having been duly and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified validly adopted and as true, correct and being 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 specific date other than on 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 said representations and warranties are, by authorizing the execution and delivery by Seller of this Agreement and other Transaction Documents, and authorizing the performance by Seller of the Seller Closing Certificate, made again on transactions contemplated hereby 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 Datethereby; (gvi) An A duly executed counterpart 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 in a form satisfactory to Purchaser (collectively, the “Intellectual Property Assignments”) (ix) Duly executed assignments from Seller assigning all of Seller’s rights in, to and under the Assigned Contracts to the Transition Services Agreement Purchaser on such terms and conditions as the Purchaser shall in the form attached hereto as Exhibit F exercise of reasonable discretion determine (collectively, the "Transition Services Agreement"“Contract Assignments”); and; (hx) An Duly executed counterpart written consents from each of the parties to each of the Assigned Contracts, to the Service and Installation Agreementextent such consent is required pursuant to the terms thereof, consenting to the assignment of the Contracts to the Purchaser, in such form as Purchaser shall in the exercise of reasonable discretion determine (collectively, the “Consents”).

Deliveries by the Seller. At or prior to the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesBuyer: (ai) the Xxxx of Sale as provided in Section 1.1Conveyance Documents; (bii) copies of resolutions of a certificate executed by the Seller's Board of Directors authorizing Seller to the execution of this Agreement effect that the conditions set forth in Sections 6.2(a) and the consummation of the transactions and conveyance of Purchased Assets contemplated herein, which resolutions shall 6.2(f) have been certified as true, correct and in full force and effect as of the Closing Date by the Secretary of the Sellersatisfied; (ciii) Deliver possession to Buyer at the Round Lakeof all originals and copies of agreements, Illinoisinstruments, location of the Businessdocuments, all Seller's deeds, books, records, documents files and other written materials included as part data and information within the possession of the Purchased AssetsSeller 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; (div) the opinion of counsel provided for in Section 6.5Purchase Price Escrow Agreement; (ev) 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 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 said representations and warranties are, by the execution and 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 F B (the "“Transition Services Agreement"”) executed by the Seller; (vi) the 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 Lease Agreement in the form attached hereto as Exhibit D (the “Assignment and Assumption of Lease Agreement”); (viii) the Standby Letter of Credit Agreement in the form attached hereto as Exhibit E (the “Standby Letter of Credit Agreement”); and (hix) An an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) in the form attached hereto as Exhibit F executed counterpart to by the Service and Installation Agreement.Seller; and (x) the Equipment Sublease in the form attached hereto as Exhibit G (the “Equipment Sublease”)

Deliveries by the Seller. At Subject to the Closing terms and conditions of this Agreement, on or prior to the Closing, the Seller shall deliver the following instruments and documents deliver, or cause to be delivered, to the Buyer or their designeesPurchaser: (ai) the Xxxx of Sale as provided in Section 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 a legal opinion from Cayman Islands counsel 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 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 said representations and warranties are, by the execution and 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 F F; (A) the executed payoff letter, Lien release documents and other evidence, each reasonably satisfactory to the Purchaser, that all outstanding indebtedness (including, without limitation, for principal, interest and fees) and other obligations under the Existing Notes will be fully paid, terminated and released substantially concurrently with the Closing (but contingent upon the occurrence of the Closing) and any and all Liens in connection therewith will be terminated and released in full substantially concurrently with the Closing (but contingent upon the occurrence of the Closing) (the "Transition Services Agreement"payoff contemplated in this clause (A), the “Existing Notes Payoff”); and (B) evidence reasonably satisfactory to the Purchaser that the redemption notice period under the Existing Notes Indenture has expired or been waived in accordance with the requirements of the Existing Notes Indenture (such expiration or waiver, “Satisfaction of the Existing Notes Redemption Period”); (iii) a secure share-file link or a USB thumb drive containing copies of all documents uploaded to any data site maintained by or on behalf of the Seller and made available to the Purchaser related to the TRC Royalty and the Transaction as of the date hereof; (iv) a validly executed Internal Revenue Service Form W-9 of each Seller Party; and (hv) An executed counterpart the documents and instruments required to be delivered by the Service and Installation AgreementPurchaser under Section 6.2.

Deliveries by the Seller. At (a) Concurrently with the Closing execution of this Agreement, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesPurchaser: (ai) a true and complete copy, certified by the Xxxx Secretary or Assistant Secretary of Sale 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 provided in Section 1.1Exhibit 2.05(a) (the “Parent Guarantee”) dated as of the date hereof and the Transition Services Agreement and the transactions contemplated thereby; (bii) copies of resolutions a true and complete copy, certified by the Secretary or Assistant Secretary of the Seller's Seller of the resolutions duly and validly adopted by the Board of Directors authorizing of the Seller evidencing its authorization of the execution and delivery 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 hereby by the Secretary of the Seller; (ciii) Deliver possession to Buyer at a true and complete copy, certified by the Round Lake, Illinois, location Secretary or Assistant Secretary of the BusinessParent, all Seller's books, records, documents and other written materials included as part of the Purchased Assetsresolutions 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 Purchaser: (i) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; (d) the opinion of counsel provided for in Section 6.5; (eii) an executed counterpart to of the Assumption Agreement as provided in Section 2.3Transition Services Agreement; (fiii) A certificate, dated as a certificate of the Closing Date ("Seller Closing Certificate") and executed by an a duly authorized officer of the Seller, 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 date thereof and continue to be in full force and effect. (iiv) all representations and warranties a certificate of a duly authorized officer 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 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 said representations and warranties are, by the execution and 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 certifying as to a specific date other than the date thereof and, matters set forth in any case, without giving effect to any standard, qualification or exception with respect to "materiality"Section 8.02(a) and Section 8.02(b), 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; (gv) An duly executed counterpart to resignations of each of the Transition Services Agreement 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 form attached hereto as Exhibit F (the "Transition Services Agreement")absence of any resignation, a duly and validly adopted resolution removing such person; and (hvi) An executed counterpart to a certificate of a duly authorized officer of the Service Seller certifying that any Payoff Indebtedness of either of the Companies has been repaid in full and Installation Agreementextinguished in accordance with Section 2.04(a) and that, as of the Closing, the Companies have no liability or obligation for any Indebtedness (other than as set forth on such certificate or reflected on, or reserved against in, the Most Recent Audited Balance Sheet).

Deliveries by the Seller. At On the Closing Date, the Seller shall deliver to the Purchaser the following instruments and documents to the Buyer or their designeesitems: (a) the Xxxx of Sale as provided in Section 1.1Escrow Agreement, duly executed by the Seller; (b) copies the Bxxx of resolutions of Sale, in substantially the Seller's Board of Directors authorizing the execution of this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated hereinform attached hereto as Exhibit C, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date duly executed by the Secretary of the Seller; (c) Deliver possession to Buyer at an assumption agreement, in substantially the Round Lakeform attached hereto as Exhibit D (the “Assumption Agreement”), Illinoisduly executed by the Seller; (d) a non-competition agreement, location in substantially the form attached hereto as Exhibit E (the “Non-Competition Agreement”), duly executed by the shareholders of the Business, all Seller's books, records, documents and other written materials included as part ; (e) possession of the Purchased Assets; (df) a reasonably current certificate of legal existence of the opinion Seller issued by the Secretary of counsel provided for in Section 6.5State of its state of incorporation; (eg) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (f) A certificate, dated as copies of resolutions of the Closing Date ("board of directors and shareholders of the Seller Closing Certificate") approving the execution and executed delivery of this Agreement and the Ancillary Agreements to which the Seller is to be a party, and the consummation of the transactions contemplated hereby and thereby, certified by an officer of the Seller; (h) appropriate termination statements under the Uniform Commercial Code and other instruments as may be requested by the Purchaser to extinguish all Liens on the Purchased Assets, certifying that in each case other than the Permitted Liens; (i) a certificate in form and substance satisfactory to the Purchaser executed by the Seller certifying that it is not a “foreign person” as defined in Section 1445 of the Code; (j) all representations consents, assignments and warranties approvals from, and all necessary filings with and notices to, any Person set forth on Schedule 5.2(j), in each case in a form reasonably satisfactory to the Purchaser; (k) assignments transferring to the Purchaser the Purchased Intellectual Property, in substantially the forms attached hereto as Exhibit F (Trademark Assignment), Exhibit G (Domain Name Assignment) and Exhibit H (Patent Assignment); (l) leases for the Windsor Property and the Bloomfield Property that are structured at market rates, in a form mutually acceptable to the Purchaser and the lessors (collectively, the “Leases”), duly executed by J & M Real Estate Leasing, LLC (in the case of the Windsor Property) and JMS Nxxxxxxx, LLC (in the case of the Bloomfield Property); (m) employment agreements by and between the Purchaser and each of Rxxxxx Xxxxxx and Jxxxxxx Xxxxxxxx (the “Key Employees”), in substantially the form attached hereto as Exhibit I (the “Employment Agreements”), duly executed by each of the Key Employees; (n) a guaranty, in substantially the form attached hereto as Exhibit J, by each of the shareholders of the Seller agreeing to guaranty the Seller’s indemnity obligations contained in this Agreement were true Agreement; (o) certificates of title to all motor and accurate other titled vehicles included in the Purchased Assets, duly endorsed for transfer to the Purchaser as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and 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; (gp) An executed counterpart the certificates required by Sections 9.2(a) and 9.2(b); (q) evidence satisfactory to the Transition Services Agreement Purchaser that the Seller has waived all of its rights to enforce the noncompetition provisions contained in the form attached hereto as Exhibit F following agreements: (i) Amended and Restated Incentive Unit Agreement with Rxxxxx Xxxxxx, (ii) Amended and Restated Incentive Unit Agreement with Jxxxxxx Xxxxxxxx, and (iii) Confidentiality, Noncompete and Nondisclosure Agreements signed by each of the "Transition Services Agreement")Transferred Employees; and (hr) An executed counterpart such other documents and instruments as the Purchaser reasonably requests to consummate the Service and Installation Agreementtransactions contemplated hereby.

Deliveries by the Seller. At The Buyer’s obligation to consummate the Closing is subject to the Seller shall deliver satisfaction or waiver of the following instruments and documents conditions as of or prior to the Buyer or their designeesClosing Date: (a) the Xxxx of Sale as provided in Section 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 The representations and warranties of the Seller contained set forth in this Agreement were Article V shall be true and accurate correct as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again on and as of the Closing Date and are then Date, as if made on the Closing Date, other than any such representations or warranties made as of a specified date, which shall be true and accurate correct as though then made of such specified date, (unless in each case, without regard to materiality qualifiers), except where the failure of 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 be true and correct would not reasonably be expected to have a Seller 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 Effect. NAI-1502700397v12 (iiib) the The Seller has shall have performed and complied in all material respects with all the covenants, agreements and conditions covenants required by this Agreement to be performed or complied with by the Seller prior to or on Closing, except where the Closing Date;failure to perform such covenants would not be reasonably expected to have a Seller Material Adverse Effect. (gc) An executed counterpart Prior to Closing, a response to the Transition Services Agreement Indiana Department of Environmental Management’s May 15, 2017 letter to the Seller, in the form attached hereto as Exhibit F E, shall have been delivered to the Indiana Department of Environmental Management, and evidence of such delivery provided to Buyer. (d) Prior to Closing, all inventory and aquatic biomass of Seller that constitute Excluded Assets shall have been removed from the Owned Real Property (for the avoidance of doubt, water need not be removed and the facilities and equipment will not be cleaned or winterized). (e) At or prior to Closing, the Seller shall deliver, or cause to be delivered, to the Buyer, the Escrow Agent or the Title Company, as directed by Buyer, the following items: (i) a copy of the Escrow Agreement, duly executed by the Seller; (ii) a copy of the Xxxx of Sale, duly executed by the Seller; (iii) a copy of the Assignment and Assumption Agreement, duly executed by the Seller; (iv) a certificate of an officer of the Seller (the "Transition Services Agreement"“Seller’s Certificate”), dated as of the Closing Date, (x) setting forth in sufficient detail acceptable to the Buyer the aggregate amount of Indebtedness of Seller as of immediately prior to the Closing secured by Asset Liens (and accompanied by payoff letters where applicable), and (y) certifying that the conditions set forth in Sections 3.2(a), (b) and (d) have been satisfied; (v) appropriate termination statements under the Uniform Commercial Code and other instruments as may be reasonably requested by the Buyer evidencing extinguishment of all Asset Liens to the extent directed by the Buyer; (vi) all of the consents listed on Schedule 3.2(e)(vi); (vii) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, executed by the Seller and in form and substance reasonably satisfactory to Buyer certifying that, as of the Closing Date, Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (viii) an original of the Deed; (ix) any affidavits or undertakings acceptable to Title Company as it may reasonably require to (i) issue the Title Insurance and any endorsements thereto reasonably requested by Buyer, (ii) delete the Title Company’s standard NAI-1502700397v12 exception relating to mechanics’ and materialmen’s liens from the Title Insurance; (iii) insure that all consents required by any document of record for the Owned Real Property have been obtained; and (iv) insure that any applicable first refusal or similar purchase rights have been effectively extinguished; (x) evidence, reasonably satisfactory to the Buyer and the Title Company, that any required approval of the sole member of the Seller to this Agreement and the transactions contemplated hereby has been obtained and that the person executing the documents delivered by Seller pursuant to this Section 3.2 on behalf of Seller has full right, power and authority to do so; (xi) a copy of the settlement statement, duly executed by Seller; (xii) good standing certificates, dated within five days of the Closing Date, for the Seller and TCFI Xxxx LLC; (xiii) original mortgage releases, in form and substance reasonably satisfactory to Buyer and sufficient to cause the applicable mortgages to be removed as exceptions to title under the title insurance to be obtained by Buyer pursuant to Section 3.3(c)(vi), for the mortgages set forth on Schedule 3.2(e)(xiii); and (hxiv) An executed counterpart evidence, reasonably satisfactory to the Service Buyer and Installation Agreementthe Title Company that all delinquent taxes related to the Owned Real Property (other than tax obligations paid or withheld from the Purchase Price pursuant to Section 2.5) have been paid or are not secured by Liens against any of the Purchased Assets.

Deliveries by the Seller. At the Closing Closing, the Seller shall be responsible for one-half of the Vacation Amount as described in Section 10.3, which shall be treated as a setoff to the Purchase Price as part of the closing adjustments to be made pursuant to this Agreement. Also at or before the Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesBuying Parties the following, each dated the Closing Date and duly executed by the Seller: (a) the Xxxx of Sale as provided in Section 1.1The Conveyance Documents; (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 SellerThe Trademark License Agreement; (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 Possession of the Purchased Assets; (d) Certificates of title for all vehicles included in the opinion Purchased Assets, duly endorsed for transfer to the Buying Parties and any related documents necessary to effect the transfer of counsel provided for in Section 6.5the vehicles; (e) an executed counterpart Other instruments of transfer reasonably requested by the Buying Parties to evidence the transfer of the Purchased Assets to the Assumption Agreement as provided Buying Parties and consummation of the transactions described in Section 2.3this Agreement, including assignments with respect to any Transferred Intellectual Property to be registered, recorded or filed with any Governmental Authority, in a form suitable for registration, recordation or filing with such Governmental Authority, in each case duly executed by the Seller; (f) A certificate, dated as of the Closing Date ("Seller Closing Certificate") and executed by Date, of an appropriate officer of the Seller, 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 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 said representations and warranties are, by the execution and 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 compliance by the Seller prior to or on the Closing Datewith Sections 8.1 and 8.2; (g) An executed counterpart A certificate of the Secretary of the Seller certifying resolutions of the board of directors of the Seller (or the executive committee of its board of directors) approving and authorizing the execution, delivery and performance by it of this Agreement by the Seller and the Ancillary Agreements to which the Seller is a party and the consummation by the Seller of the transactions described in this Agreement and the Ancillary Agreements (together with an incumbency and signature certificate regarding the officer signing on behalf of the Seller); (h) The Consents identified on Schedule 4.3, each of which shall be in form and substance reasonably satisfactory to the Transition Services Agreement Buying Parties; (i) The documentation related to any unassignable Permits and Material Contracts described in Section 2.2, if applicable; (j) A certificate, in the form attached hereto as Exhibit F prescribed by Treasury regulations under section 1445 of the Code, that the Seller is not a foreign Person within the meaning of section 1445 of the Code; (the "k) The title insurance policy described in Section 7.3(a); (l) The Escrow Agreement; (m) The Licensed Intellectual Property Agreement; (n) The Transition Services Agreement"); and (ho) An executed counterpart Such other documents and instruments as may be reasonably required to consummate the Service transactions described in this Agreement and Installation Agreementthe Ancillary Agreements.

Deliveries by the Seller. At Subject to the terms and conditions of this Agreement, in reliance on the representations, warranties and agreements of the Purchaser contained herein, and in consideration of the Purchase Price, the Seller agrees to deliver at the Closing the Seller shall deliver the following instruments following, all reasonably satisfactory in form and documents substance to the Buyer or their designeesPurchaser and its legal counsel: (a) a duly executed bill of sale for the Xxxx of Sale Owned Tangible Property to be acquired hereunder ix xxe form attached hereto as provided in Section 1.1EXHIBIT 3.02(a); (b) copies a duly executed bill of resolutions of sale and assignment necessary to transfer to Purchaser 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 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 said representations and warranties are, by the execution and 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 Intexxxxtual Property in the form attached hereto as Exhibit F EXHIBIT 3.02(b); (c) duly executed assignment and assumption agreements necessary to transfer to Purchaser the Subsisting Contracts to be acquired hereunder in the forms attached hereto as EXHIBIT 3.02(c); (d) all documents of title, if any, necessary to transfer to Purchaser any of the Owned Tangible Property to be acquired hereunder; (e) evidence satisfactory to Purchaser that any and all liens on the Acquired Assets have been released; (f) all other deeds, endorsements, assignments and other instruments as, in the reasonable opinion of counsel for Purchaser, are necessary to vest in Purchaser such right, title and interest in and to any of the Acquired Assets to which Purchaser is entitled; (g) [Reserved]. (h) a duly executed transition services agreement in the form attached hereto as EXHIBIT 3.02(h); (i) evidence of payment by wire transfer of immediately available funds in an amount equal to that portion of the revenues described in subparagraph (k) of the definition "Transition Services Agreement"Acquired Assets" which has been invoiced by the Seller (or for which employees in the Business have requested an invoice) prior to the Closing Date, as set forth on SCHEDULE 3.02(i); and (hj) An executed counterpart an opinion of Richard Bland Law Firm, counsel to the Service Seller, dated the Closing Date axx xxxxxxxxx to Purchaser, in a form reasonably acceptable to Purchase and Installation Agreementits legal counsel.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesPurchaser: (a) An assignment agreement transferring all of the Xxxx of Sale Company Interests and the REST and RETR Interests, substantially in the form attached hereto as provided Exhibit A, duly and validly executed by the Seller and otherwise sufficient to vest in Section 1.1the Purchaser good title to the Company Interests and the REST and RETR Interests; (b) copies of resolutions To the extent they are not Continuing Employees, the resignations of the Seller's Board of Directors authorizing the execution of this Agreement managers and the consummation officers of the transactions Company, the Retail Subsidiaries, REST and conveyance RETR, other than the Independent Manager(s) (as defined in the respective Limited Liability Company Agreement of Purchased Assets contemplated hereinthe Company and each Retail Subsidiary, which resolutions shall have been certified as true, correct and in full force and effect each dated as of the Closing Date by the Secretary of the SellerDecember 1, 2006); (c) Deliver possession to Buyer at the Round Lake, Illinois, location An assignment agreement transferring all of the BusinessTrademarks to RERH, all substantially in the form attached hereto as Exhibit C, duly and validly executed by the Seller's books, records, documents the Trademark Trust and other written materials included as part Affiliates of the Purchased AssetsSeller (other than any Subject Company) (the “Trademark Assignment ”); (d) An assignment agreement transferring to RERH all Intellectual Property (other than the opinion Trademarks) owned by the Seller, the IT Trust or any other Affiliates of counsel provided for Seller (other than any Subject Companies) and used exclusively or primarily in Section 6.5the 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 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 counterpart to by the Assumption Seller and the IT Trust (the “IP License 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 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 said representations and warranties are, by the execution and 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 transition services agreement substantially in the form attached hereto as Exhibit F (the "“Transition Services Agreement"”), duly and validly executed by the Seller and 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 of 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; (g) A certificate under Section 1445(b)(2) of the Code providing that the Seller is not a foreign person; (h) A certificate dated as of the Closing Date and duly executed by an officer of the Seller regarding the satisfaction of the conditions set forth in Section 8.2(a), Section 8.2(b), Section 8.2(d), and Section 8.2(g), substantially in the form attached hereto as Exhibit G; (i) Assignment and assumption agreements assigning to RERH all rights and obligations of the Seller, the 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 release of the liens described in Section 4.2 of the Seller Disclosure Schedule and any other liens for borrowed money on the Company Interests, the REST and RETR Interests, the assets of the Subject 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 duly executed Sublease Agreement, between Reliant Energy Corporate Services, LLC and RERR, substantially in the form attached hereto as Exhibit I; (l) Assignment and Assumption agreements substantially in the form attached hereto as Exhibit J, transferring the Excluded Liabilities to the Seller or its Affiliate(s) other than the Company, the Retail Subsidiaries, REST or RETR; (m) Copies of Intellectual Property other than Source Code required to be transferred to any of the 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 related thereto; (n) An assignment agreement transferring to RERH all telephone numbers used by the 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 Seller and such Affiliates; (o) An assignment agreement transferring to RERH all internet protocol address blocks registered in the name of the Seller or any Affiliates of the Seller (other than any Subject Companies) that are set forth on Section 3.2(o) of the Seller Disclosure Letter, substantially in the form attached hereto as Exhibit D, duly and validly executed by the Seller and such Affiliates; (p) 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 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 licensee 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 (hr) An executed counterpart Such other documents, instruments and writings as may be reasonably required to be delivered by the Seller to the Service and Installation Purchaser at Closing to effect the transactions contemplated by this Agreement.

Deliveries by the Seller. At On or prior to the Closing Date, the Seller shall deliver the following instruments and documents deliver, or cause to be delivered, to the Buyer or their designeesPurchaser, in form and substance reasonably satisfactory to the Purchaser, the following: (a) Stock certificates or other evidence of ownership representing the Xxxx Shares, duly endorsed in favor of Sale as provided the Purchaser, or accompanied by stock powers duly executed in Section 1.1favor of the Purchaser, and with all required stock transfer tax and other revenue stamps, acquired at the Seller's expense, affixed; (b) copies The Notes, duly endorsed in favor of resolutions the Purchaser, and with all required transfer taxes and other stamps, acquired at the Seller's expense, affixed; (c) A certificate duly executed by the Chief Financial Officer of the Seller, in the form of Exhibit 6.1(b) hereto, dated as of the Closing Date, certifying the accuracy of the Seller's Board of Directors authorizing representations and warranties set forth in Article IV hereunder and that the execution of this Agreement Seller has performed and the consummation of the transactions complied with all agreements, covenants 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 agreements required hereunder; (d) A certificate duly executed by the Secretary of the Seller; (c, in the form of Exhibit 6.1(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 certificatehereto, dated as of the Closing Date ("Seller Closing Certificate") and executed by an officer Date, as to the ESTATUTOS of the Seller, certifying that (i) all representations and warranties the resolutions adopted by the Board of Directors of the Seller contained in connection with this Agreement were true and accurate as the incumbency of certain officers of the date Seller; and (e) An Assignment of this Agreement (unless such representations and warranties expressly speak as Claims, in the form of a specific date other than the date hereofExhibit 6.1(d) hereto, 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 said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again on and dated 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 andDate, 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 duly executed by the Buyer); and (iii) Company in favor of the Seller has performed assigning any and complied in all material respects with all claims of the covenantsCompany against HG Estate, agreements LLC, St. Marys Railroad Corporation and conditions required by this Agreement to be performed or complied with by W.O. Corporation arising under the Seller prior to or on Stock Purchase Agreement, dated as of December 9, 1999, among HG Estate, LLC, St. Marys Railroad Corporation, W.O. Corporation and the Closing Date; (g) An executed counterpart Company to the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation AgreementSeller.

Deliveries by the Seller. At the Closing Closing, the Seller and the Trust (as regards only Paragraph (o) below) shall deliver deliver, or cause to be delivered at their cost the following instruments and documents to the Buyer or their designeesfollowing: (a) a copy of the Xxxx Seller's Articles of Sale Organization, as provided in Section 1.1amended through the Closing Date, certified by the Secretary of State of the Commonwealth of Massachusetts; (b) copies a certificate 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 State of the SellerCommonwealth 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) Deliver possession to Buyer at the Round Lake, Illinois, location a certificate of the Business, all Seller's books, records, documents and other written materials included as part appropriate governmental authorities of the Purchased AssetsCommonwealth 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 opinion Buyer all right, title, and interest in and to the Purchased Assets, free and clear of counsel provided for in Section 6.5all Liens, other than Permitted Liens; (e) an executed counterpart any patent and trademark assignments in recordable form and sufficient to record the assignment of the patents and trademarks to be transferred to the Assumption Agreement as provided in Section 2.3Buyer pursuant to this Agreement; (f) A certificatethe 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 ("Seller Closing Certificate") and executed by an officer of in the Seller, certifying that form reasonably satisfactory to the Buyer; (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 specific date other than the date hereofUniform Commercial Code termination statements, releases, reconveyance, and in any case, without giving other documents and instruments which may be reasonably necessary to 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 the transactions contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of said representations and warranties are, by the execution and 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 Datehereby; (gj) An executed counterpart to an Assignment of Leases for property located in Dallas, Texas (two locations) and 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 of Contracts; (m) the Transition Services License Agreement described in Section 3.11 and in the form attached hereto as Exhibit F 3.11; (n) a service agreement detailing the 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 "Transition Services Service Agreement"); and (ho) An executed counterpart an 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 title to be in the Service and Installation Agreementcondition called for by this agreement, except for mortgages, judgments or other liens which will be satisfied out of the proceeds of the sale. A commitment by such title company agreeing to issue such a title policy upon the recording of the proper documents as agreed herein, shall be deemed sufficient performance.

Deliveries by the Seller. At the Closing, the Seller shall sell, assign, transfer and convey to the Buyer all of the Stock of the Company and shall deliver, at the Closing the Seller shall deliver the following instruments and documents to the Buyer or their designeesfollowing: (a) A certificate or certificates representing the Xxxx of Sale as provided Stock, together with fully executed and witnessed stock power (in Section 1.1;blank) attached thereto with signature guaranteed by an institution that is a participant in the Securities Transfer Agents Medallion Program. (b) copies of resolutions An opinion dated the Closing Date hereof from counsel for the Seller, in form and substance satisfactory to the Buyer and its counsel, to the effect that: (i) The Company is duly incorporated, validly existing and in good standing under the laws of the Seller's Board State of Directors authorizing New York; the Company has full corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted; and the Company has no subsidiaries. (ii) The authorized capital stock of the Company consists of 200 shares of common stock, par value $ -0- per share, of which 108 shares have been issued and are outstanding and are owned of record by the Seller and the Other Stockholders who are entering into Stock Purchase Agreements with Buyer; all of the issued and outstanding shares of capital stock of the Company as of the Closing are validly issued, fully paid and nonassessable. (iii) This Agreement and the transactions contemplated herein have been duly approved by all necessary corporate action of the Company. This Agreement has been duly and validly executed and delivered by the Seller and such Agreement, assuming due execution by the Buyer, is the valid and binding agreement of the Seller enforceable against the Seller in accordance with its terms except as enforcement of such agreement may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. (iv) The Seller has full power and authority to execute and deliver the Agreement and to perform its obligations hereunder. Neither the execution and delivery of this Agreement and Agreement, nor the consummation of the transactions and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct and (a) violates or conflicts with or results in full force and effect as the breach of the Closing Date terms, conditions or provisions of, or constitutes a default under, the Certificate of Incorporation or the Bylaws of the Company or any agreement or instrument known to such counsel to which the Company or the Seller is a party or by which either of them is bound or (b) requires the consent, approval or authorization of or any filing with or notification to any Federal, state or local court, governmental authority or regulatory body not already obtained or made, as the case may be. (v) To the best of such counsel's knowledge there is no action, suit, proceeding or investigation pending or threatened against the Seller or the Company, other than actions, suits, proceedings or investigations described in Schedule 1.14, Schedule 1.17 or Schedule 1.21 hereto, which might result in a material adverse change in the properties, business or assets or in the condition financial or otherwise of the Company which questions the legality, validity or propriety of this Agreement or of any action taken or to be taken by the Secretary Company or the Seller pursuant to or in connection with this Agreement. (vi) The Seller is the lawful owner of the Seller;Stock, to the best of such counsel's knowledge, free and clear of all adverse claims, with unrestricted right and power to transfer and deliver the Stock to the Buyer. The Seller has executed and delivered to the Buyer such instruments as are sufficient in form to vest good and marketable title to the Stock in the Buyer free and clear of all adverse claims. In giving such opinion, counsel for the Seller may rely, as to matters of fact, upon certificates of officers of the Company. (c) Deliver possession The resignations immediately prior to Buyer at the Round Lake, Illinois, location Closing of (i) each director of the Business, all Seller's books, records, documents Company and other written materials included as part of the Purchased Assets; (dii) 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 each officer of the Seller, certifying that (i) all representations and warranties of the Seller contained in this Agreement were true and accurate Company as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 requested by the Buyer; (ii) all of said representations and warranties are, by the execution and 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 F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesPurchaser the following: 1. The Note; 2. The Registration Rights Agreement, in the form attached hereto as Exhibit 2.2(a)(2) (the "Registration Rights Agreement"), duly executed by the Seller. 3. The legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ("Seller's Counsel"), counsel to the Seller, in the form previously agreed upon by the parties. 4. A certificate of the Secretary of the Seller (the "Secretary's Certificate"), in form and substance reasonably satisfactory to the Purchaser, certifying, on behalf of the Seller as follows: (ai) that attached to the Xxxx Secretary's Certificate is a true and complete copy of Sale the certificate of incorporation of the Seller and a true and complete copy of the Bylaws of the Seller, each as provided in Section 1.1effect on the Closing Date; (bii) that attached to the Secretary's Certificate are true and complete copies of the resolutions of the Seller's Board of Directors authorizing the execution execution, delivery and performance by the Seller of this Agreement and the Related Documents (as defined below), and approving the consummation by the Seller of the transactions contemplated hereby, including the authorization and conveyance issuance of Purchased Assets contemplated hereinthe Note, which and that said resolutions shall have been certified as true, correct and are in full force and effect as of the Closing Date without amendment or modification; and (iii) the 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"), in form and substance reasonably satisfactory to the Purchaser, 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 Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location of the Business, all Seller's bookstransfer agent, recordswhich equals the number of shares of Common Stock outstanding as of December 31, documents and other written materials included as part 2003 plus the number of shares of Common Stock issued upon exercise of outstanding options since December 31, 2003, the Purchased Assets; (d) maximum number of shares of Common Stock into which 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 Note is convertible as of the Closing Date ("Seller Closing Certificate") and executed by an officer constitutes 19.9% of the Seller, certifying that (i) all representations and warranties number of the Seller contained in this Agreement were true and accurate shares of Common Stock outstanding as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 said representations and warranties are, by the execution and 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; (gii) An executed counterpart to the Transition Services Agreement in the form attached hereto such other matters as Exhibit F (the "Transition Services required by this Agreement"); and (hiii) An executed counterpart such other matters as the 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 Service and Installation AgreementPurchaser shall reasonably request.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designeesthe following: (a) a certificate or certificates representing the Xxxx Membership Interest or other evidence of Sale as provided ownership, duly and validly endorsed in Section 1.1favor of the Buyer or accompanied by a separate membership interest power duly and validly executed by the Seller or otherwise sufficient to vest in the Buyer good title, free and clear of all Encumbrances, to the Membership Interest; (b) copies of resolutions evidence satisfactory to the Buyer acting reasonably of the Seller's Board receipt 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 Sellereach Seller Required Regulatory Approval required hereunder; (c) Deliver possession to Buyer at the Round LakeUxxx 00 Facility Sublease and the Uxxx 00 Xxxx Xxx-Xxxxxxxx and the exhibits thereto, Illinois, location of each duly executed by the Business, all Seller's books, records, documents Unit 40 Sublessor and other written materials included as part of the Purchased AssetsRavenswood; (d) the opinion of counsel provided for in Section 6.5Seller Closing Certificate; (e) an the Transition Services Agreement, duly executed counterpart to by the Assumption Agreement as provided in Section 2.3Seller; (f) A certificatethe Buyer's Break-up Guaranty, dated as for termination thereof; (g) an executed certificate of non-foreign status satisfying the Closing Date requirements of Treasury Regulation Section 1.445-2(b)(2); ("Seller Closing Certificate"h) and executed by an officer evidence satisfactory to the Buyer acting reasonably of the Seller, certifying that (i) the Seller's compliance with Section 7.13 and (ii) the termination of all representations and warranties powers of attorney related to the signing authority of any Person with respect to the bank accounts set forth as item 1 on Section 5.19 of the Seller contained in this Agreement were true and accurate as Disclosure Schedules; (i) evidence satisfactory to the Buyer acting reasonably of the date assignment of this the Global Common Greenport Agreement (unless such representations and warranties expressly speak as to an Affiliate of a specific date the Seller other than the date hereofCompanies and the full, unconditional and irrevocable release of Services 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; connection therewith; (iij) all of said representations and warranties are, by the execution and delivery written resignations of the Seller Closing Certificatedirectors and officers (or persons holding similar offices) of each Company, made again on and as of such resignations to be effective concurrently with 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; (gk) An the Sublease Guaranty, duly executed counterpart by Seller's Guarantor and National Grid USA; (i) evidence satisfactory to the Transition Services Agreement 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 form attached hereto as Exhibit F (Transfer Agreement and evidence reasonably requested by Buyer to corroborate the "Transition Services Agreement"); andaccuracy of such certificate; (hm) An executed counterpart evidence satisfactory to the Service and Installation Agreement.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, (ii) the Ground Sublessee (as defined in the Site Sublease) under the Site Sublease pursuant to Section

Deliveries by the Seller. At the Closing Closing, the Seller and Convergent ------------------------ shall deliver to Buyer and Parent the following instruments and documents to the Buyer or their designeesfollowing: (a) signed and executed bills of sale and instruments of assignment conveying the Xxxx of Sale as provided Assets, in Section 1.1each case in form and substance reasonably satisfactory to Parent and its counsel; (b) copies of resolutions a copy of the Seller's Board Articles of Directors authorizing Incorporation, as amended through the execution of this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated hereindate hereof, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date by the Secretary of State of the SellerState of Colorado; (c) Deliver possession to Buyer at the Round Lake, Illinois, location a certificate of the Business, all Seller's books, records, documents and other written materials included as part Secretary of State of the Purchased AssetsState of Colorado dated a date no more than two (2) days prior to the date hereof to the effect that the Seller is legally existing and in good standing under the laws of such state; (d) a certificate of the opinion appropriate governmental authorities of counsel provided for in Section 6.5the State of Colorado dated a date no more than two (2) days prior to the date hereof to the effect that the Seller has filed all tax returns required to be filed and has no outstanding tax liability (so-called "tax good standing" certificates); (e) an executed counterpart 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 Assumption Agreement as provided in Section 2.3;transactions contemplated hereby are true, correct and 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 appropriate officers of Seller; and (f) A certificate, dated as consents to the contracts set out on Schedule 1.9(f) (which shall include any contracts between either of the Closing Date Seller or Convergent and secured lending parties) in form and substance reasonably satisfactory to Buyer ("Seller Closing Certificate") it being understood and executed by an officer of the Seller, certifying acknowledged 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 specific date other than the date hereof, and in Buyer will not accept 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 said representations and warranties are, by the execution and 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 consent to a specific date other than contract which enables the date thereof and, in party to such contract giving consent to cancel such contract (or any case, without giving effect to any standard, qualification material provision thereof) if it determines Parent 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 Buyer 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 F (the "Transition Services Agreement"a competitor of such party); and (h) An executed counterpart to the Service and Installation Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver cause to be delivered to the following Buyer the following: (i) a bill of sale and such other assignments, instruments and documents (if xxx) as may be reasonably requested by the Buyer, and in form and substance reasonably satisfactory to the Buyer Seller, as may be necessary to evidence the sale of the Purchased Assets to the Buyer; it being understood that such instruments and documents shall not require the Seller to make any additional representations, warranties or their designees: (a) the Xxxx of Sale as provided covenants, express or implied, not expressly contained in Section 1.1this Agreement; (bii) copies a certificate of recent date as to the good standing of Seller in the State of New York; (iii) a certified copy of resolutions adopted by the board of directors of the Seller's Board of Directors Seller approving the transactions contemplated herein and authorizing the execution of Seller to enter into this Agreement and the consummation of the transactions Ancillary Agreements and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct to perform its obligations hereunder and in full force and effect as of the Closing Date by the Secretary of the Sellerthereunder; (civ) 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, a certificate dated as of the Closing Date ("Seller Closing Certificate") and executed by an officer of the reconfirming that Seller, certifying that (i) all 's representations and warranties of are true and correct in all material respects; (v) the Trust Agreement duly executed by the Seller contained and the Trustee; (vi) a Claims Processing Expense Payment Agreement between Seller and the Service Company (as defined in this Agreement were true and accurate as Section 6.9) substantially in the form of Exhibit B hereto (the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception with respect to "materialityClaims Processing Expense Payment Agreement"), 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 duly executed by the Buyer; Seller; (iivii) all of said representations a Restrictive Covenant Agreement(s) between Buyer and warranties are, by the execution and delivery each of the Seller Closing CertificateOwners, made again on and as substantially in the form of Exhibit C hereto (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 "materialityRestrictive Covenant Agreement"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or contemplated executed by this Agreement or expressly consented to in writing by each of 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 DateOwners; (gviii) An executed counterpart to the a Transition Services Agreement between Buyer and Seller, substantially in the form attached of Exhibit D hereto as Exhibit F (the "Transition Services Agreement"), executed by the Seller; and (hix) An executed counterpart to such other documents as may be reasonably required for the Service and Installation Agreementpurpose of consummating the Acquisition.

Deliveries by the Seller. At the Closing Closing, the Seller Sellers shall deliver the following instruments and documents deliver, or cause to be delivered, to the Buyer or their designeesBuyers the following: (a) A counterpart to an assignment of the Xxxx of Sale as provided in Section 1.1;HEP Storage Tulsa Interests to HEP Tulsa, duly executed by Xxxxx Tulsa. (b) copies of resolutions A counterpart to an assignment 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 hereinHEP Storage Lovington Interests to HEP Refining, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date duly executed by the Secretary of the Seller;Lea. (c) Deliver possession to Buyer at the Round Lake, Illinois, location A counterpart of the BusinessAmended Tulsa East Throughput Agreement in the form agreed between HEP Tulsa, all Seller's books, records, documents HEP Storage Tulsa and other written materials included as part of the Purchased Assets;Xxxxx Tulsa. (d) A counterpart of the opinion of counsel provided for Lovington Throughput Agreement in Section 6.5;the form agreed between HEP Storage Lovington and Navajo. (e) A counterpart of an executed counterpart amendment to the Assumption Pipeline Agreement as provided in Section 2.3;the form agreed between the Parties (the “Amended Pipeline Systems Operating Agreement”), duly executed by Navajo, Lea, Xxxxx Cross Refining Company, L.L.C., a Delaware limited liability company and Xxxxx Tulsa. (f) A certificatecounterpart of an amendment to the Omnibus Agreement in the form agreed between the Parties (the “Amended Omnibus Agreement”), dated as of the Closing Date ("Seller Closing Certificate") and duly executed by an officer Xxxxx and each applicable subsidiary of Xxxxx (excluding the SellerPartnership, certifying that (i) all representations HEP Logistics Holdings, L.P., Xxxxx Logistic Services, L.L.C. 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 specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception with respect to "materiality"their subsidiaries), 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 said representations and warranties are, by the execution and 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 A counterpart to of the Transition Amended Site Services Agreement in the form attached hereto as Exhibit F (agreed between the "Transition Services Agreement"); andParties, duly executed by Xxxxx Tulsa. (h) An A counterpart of the Amended Tulsa East Lease and Access Agreement in the form agreed between the Parties, duly executed by Xxxxx Tulsa. (i) A counterpart of the Lovington Sublease and Access Agreement in the form agreed between the Parties, duly executed by Lea. (j) Evidence in form and substance reasonably satisfactory to the Service Buyers of the release and Installation Agreementtermination of all Encumbrances on the LLC Interests and the Assets, other than Permitted Encumbrances, including the Navajo Partial Termination, in the form agreed between the Parties, duly executed by Lea and Navajo. (k) Properly executed certificates, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that neither Xxxxx Tulsa nor Lea is a “foreign person” within the meaning of Section 1445 of the Code.

Deliveries by the Seller. At the Closing Time, the Seller shall deliver the following instruments and documents or cause to be delivered to the Buyer or their designees(unless delivered previously) the following documents, agreements, instruments and items, in form and substance satisfactory to the Buyer and its legal counsel, acting reasonably: (a) all share certificates representing the Xxxx Purchased Securities duly endorsed in blank for transfer or accompanied by an executed stock transfer power of Sale as provided in Section 1.1attorney; (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 hereinresignations, which resolutions shall have been certified as true, correct and in full force and effect effective as of the Closing Date by the Secretary Date, of each director and officer of the SellerSubsidiaries from whom the Buyer requests such resignations; and a signed comprehensive release from and in favour of each such director and officer of all claims against the applicable Subsidiaries up to and including the Closing Time, including claims for current unpaid remuneration and advances made to the applicable Subsidiaries but excluding claims for indemnity to which they are entitled under the constating or constituent documents of the applicable Subsidiaries or under any Applicable Laws; (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, certificates dated as of the Closing Date from the Seller, the Guarantor and each Subsidiary, as the case may be, in the agreed form: ("Seller Closing Certificate"i) to the effect that the articles and executed by an officer by-laws attached to the certificate are correct and complete copies of the articles and by-laws of the Seller, the Guarantor and each Subsidiary, as in effect at the Closing Date; (ii) to the effect that the resolutions of the board of directors of the Seller and the Guarantor attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the Seller or the Guarantor under this Agreement is a correct and complete copy of the relevant resolutions; and (iii) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the Closing Documents contemplated herein on behalf of the Seller or the Guarantor and certifying the genuineness of such signatures. (d) evidence in form satisfactory to the Buyer, acting reasonably, that all actions required to be taken by the Seller prior to Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Seller for the Closing pursuant to Section 4.1.2 have been obtained; (ie) all a certificate dated as of the Closing Date and signed on behalf of the Seller in the agreed form to the effect that the representations and warranties of the Seller contained in this the Agreement were and the Closing Documents are true and accurate correct in all respects as of the date of this Agreement Closing Date (unless except to the extent that such representations and warranties may be affected by events or transactions expressly speak as of a 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 Agreement) and that the Buyer; (ii) Seller has performed all of said representations its covenants and warranties are, agreements to be performed under the Agreement on or prior to the Closing Date as required by the execution and delivery of the Seller Closing Certificate, made again on and Section 4.1.1(c); (f) certificate dated as of the Closing Date and are then true and accurate as though then made (unless such signed on behalf of the Guarantor in the agreed form to the effect that the representations and warranties expressly speak of the Guarantor contained in the Agreement and the Closing Documents are true and correct in all respects as of the Closing Date and that the Guarantor has performed all of its covenants and agreements to be performed under the Agreement on or prior to the Closing Date as required by Section 4.1.1(c); (g) a specific date other than legal opinion of counsel pertaining to corporate and enforceability matters in respect of the date thereof andSeller, the Guarantor and each Subsidiary and that all action has been taken to register the Buyer as the sole owner of the Purchased Securities, in any caseform and substance reasonably satisfactory to the Buyer and its counsel; (h) the Nomination Rights Agreement and the Equity Participation Agreement, without giving effect to any standardduly executed by the Seller; (i) the Bonanza Agreements, qualification duly executed by Desminic and Yamana Nicaragua, S.A.; and (j) such other conveyances, transfers, approvals, documents, instruments or exception with respect to "materiality"), except certificates dated as of the Closing Date as would not have a Material Adverse Effect and except for changes therein specifically permitted or be usual in completing transactions of the nature contemplated by this Agreement or expressly consented to as are, in writing by the opinion of counsel for the Buyer); and (iii) , reasonably necessary or desirable to consummate the Seller has performed and complied in all material respects with all the covenants, agreements and conditions required transactions contemplated 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 F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation Agreement.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver or cause to be delivered to each of the following instruments and documents to Purchasers the Buyer or their designeesfollowing: (a) One or more certificates evidencing the Xxxx aggregate number of Sale shares of the Preferred Stock, duly authorized, fully paid and non-assessable, as provided is indicated on Schedule 1 for such Purchaser, registered in Section 1.1the name of such Purchaser, in such denominations as is indicated on Schedule 1 for such Purchaser; (b) One or more Warrants in the form of Exhibit B hereto, registered in the name of such Purchaser, in such denominations as is indicated on Schedule 1 for such Purchaser, pursuant to which such Purchaser shall be entitled to purchase an aggregate of that number of shares of Common Stock as is indicated on Schedule 1 for such Purchaser; (c) A certificate of the Secretary of the Seller (the "Secretary's Certificate"), in form and substance satisfactory to the Purchasers, certifying as follows: (i) that the Certificate of Designation authorizing the Preferred Stock has been duly filed in the office of the Secretary of State of the State of Delaware, and that attached to the Secretary's Certificate is a true and complete copy of the Certificate of Incorporation of the Seller together with all amendments thereto and the Certificate of Designation; (ii) that a true copy of the Bylaws of the Seller, as amended to the Closing Date, is attached to the Secretary's Certificate; (iii) that attached to the Secretary's Certificate are true and complete copies of the resolutions of the Seller's Board of Directors of the Seller (the "Board of Directors") authorizing the execution execution, delivery and performance of this Agreement and the Related Documents (as defined below), instruments and certificates required to be executed by it in connection herewith and therewith and approving the consummation of the transactions in the manner contemplated hereby including, but not limited to, the authorization and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct and in full force and effect as issuance of the Closing Date by the Secretary of the SellerPreferred Stock; (civ) Deliver possession to Buyer at the Round Lake, Illinois, location names and true signatures of the Business, all Seller's books, records, documents and other written materials included as part officers of the Purchased AssetsSeller signing this Agreement and all other documents to be delivered in connection with this Agreement; (d) Proof of due filing with the opinion Secretary of counsel provided for in Section 6.5State of the State of Delaware of the Certificate of Designation authorizing the Preferred Stock; (e) an executed counterpart to A legal opinion of the Assumption Agreement as provided in Section 2.3; (f) A certificateSeller's counsel, dated as of the Closing Date ("Seller Closing Certificate") and executed by an officer of the SellerDate, 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 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 said representations and warranties are, by the execution and 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 F C (the "Transition Services AgreementOpinion"); and (hf) An executed counterpart itemized list of any and all brokerage commissions, finder's fees or similar payments owed by Purchaser relating to this Agreement or the Service and Installation Agreementtransactions contemplated hereby (the "Broker Fee List").

Deliveries by the Seller. At Upon the Closing terms and subject to the conditions contained herein, Seller shall deliver to Buyer the following instruments and documents to at the Buyer or their designeesClosing, the delivery of any of which may be waived in writing by Buyer: (a) one or more certificates or other instruments evidencing all of the Xxxx Shares, duly endorsed in blank for transfer or duly executed stock powers, assignments, in form and substance reasonably acceptable to Buyer and Seller, and any other documents that are necessary to Deliver to Buyer good and marketable title to the Shares free and clear of Sale as provided in Section 1.1all Encumbrances; (b) copies all minute books, certificates and corporate records and documents relating to the Business, including all Books and Records (which shall only include the Books and Records of resolutions Altek and not of the Seller's Board , or any of Directors authorizing the execution of this Agreement its divisions or affiliates, licenses 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 SellerPermits; (c) Deliver possession to Buyer at certified copies of resolutions duly adopted by the Round Lakeboard of directors of each of Altek and Seller authorizing the execution, Illinois, location delivery and performance of the Business, this Agreement and all Seller's books, records, documents and other written materials included as part of the Purchased Assetsagreements contemplated hereby; (d) a certificate executed by the opinion Secretary of counsel provided for Altek certifying that attached thereto are (A) a true and complete copy of the certificate of incorporation of Altek, as in Section 6.5effect on the Closing Date, (B) a true and complete copy of the bylaws of Altek, as in effect on the Closing Date, and (C) specimen signatures of the officers Altek authorized to sign this Agreement and the other documents contemplated hereby; (e) an executed counterpart a subsistence certificate of Altek certified by the Secretary of State of the State of New York as of the date not more than five (5) days prior to the Assumption Agreement as provided in Section 2.3Closing Date; (f) A certificatea duly executed copy of the Transition Agreement describing the agreement of Seller and Buyer regarding the operation of the Business during the transition period, in the form of Exhibit A; (g) a duly executed copy of the Distribution Agreement describing the distribution of Seller and its Affiliates of products of the Business, in the form of Exhibit B; (h) the opinion of counsel of Seller and Altek dated as of the Closing Date ("Seller Closing Certificate") and executed by an officer in the form of the Seller, certifying that Exhibit C; (i) all representations and warranties satisfactory evidence of the Seller contained resignation of any directors or officers of Altek as may be requested by Buyer; (j) duly executed assignments or, where necessary, subcontracts, subleases or sublicenses, in this Agreement were true form and accurate as substance reasonably acceptable to Buyer and Seller, Delivering to Buyer all Contracts, Licenses and Leases; (k) all UCC-3 termination statements for all filed UCC-1 financing statements related to indebtedness of Altek or the date of this Agreement (unless such representations Assets, each duly executed by the applicable lienholder and warranties expressly speak as of in a specific date other than form proper to be filed with the date hereofappropriate Governmental Entity, and all other necessary release documents for all Encumbrances on the Assets and the Shares, each duly executed by the appropriate lienholder; (l) if requested by Buyer, evidence that, to the extent requested by Buyer, Altek has terminated its participation in any caseBenefit Plan, without giving effect to any standard, qualification Benefit Arrangement or exception other such contract substantially contemporaneously with respect to "materiality"), the Closing; (m) except as would not have a Material Adverse Effect and except for changes therein specifically permitted or otherwise contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again on and as of the Closing Date Documents, properly executed agreements or other documentation transferring the patents, trademarks, licenses and are then true and accurate as though then made (unless such representations and warranties expressly speak as other Intellectual Property used by Altek in the Business from Seller 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 DateAltek; (gn) An executed counterpart evidence that any contracts to which any current or former officer, director, stockholder, member, manager, employee or Affiliate of Altek is a party, which Buyer requests Altek to terminate, have in fact been terminated at no cost or expense to Altek; (o) evidence that all consents of and filings with any Person (including Required Consents), necessary and advisable in connection with the Transition Services Agreement Transaction have been obtained or made, as applicable; (p) evidence that the oral lease between Altek and Seller for the Business Real Property has in the form attached hereto fact been terminated at no cost or expense to Buyer and Altek other than as Exhibit F (the "Transition Services Agreement")provided in Section 6.2 herein; and (hq) An executed counterpart such other instruments or documents, in form and substance reasonably acceptable to Buyer and Seller, as may be necessary to effect Closing or to vest in Buyer good, valid, insurable and marketable title in and to the Service Shares free and Installation Agreementclear of all Encumbrances.

Deliveries by the Seller. At The Seller agrees to deliver (or cause to be delivered) to the Purchaser at the Closing on the Seller shall deliver Closing Date the following instruments agreements and documents documents, all reasonably satisfactory in form and substance to the Buyer or Purchaser and their designees:legal counsel (all Exhibits attached to this Agreement shall be deemed reasonably satisfactory to Purchaser and its legal counsel): (a) duly executed Escrow Agreement for Earn-Out, substantially in the Xxxx of Sale form as provided in Section 1.1;set forth on Exhibit A. (b) copies a duly executed Xxxx of resolutions Sale for all Acquired Assets, Inventory and Returns, substantially in the form as set forth on Exhibit D (the "Xxxx of Sale"). (c) a duly executed Assignment and Assumption Agreement for all Assumed Liabilities and Assumed Contracts, substantially in the form as set forth on Exhibit E (the "Assignment and Assumption Agreement"). (d) duly executed Employment Agreement of Solomon. (e) all documents of title, if any, necessary to transfer to Purchaser any of the Acquired Assets, Inventory or Returns. (f) subject to Purchaser satisfying the condition set forth in Section 3.3(c)(v), evidence that the Acquired Assets are free and clear of all Liens, including, without limitation, UCC-3s and payoff letters from Seller's lenders. (g) all assignments necessary to transfer to Purchaser complete rights in all Intellectual Property Rights in each case included within the Acquired Assets, and other intangible personal property owned by the Seller, substantially in the form as set forth on Exhibit J. (h) all documents, if any, containing or related to proprietary information being purchased by Purchaser pursuant hereto. (i) a certificate dated the Closing Date and signed by an executive officer of the Seller confirming the matters set forth in Section 3.1(a) and Section 3.1(d) above, in the form of Exhibit F attached hereto. (j) (I) a certificate of the Seller's Board corporate secretary or assistant secretary as to the Seller's Certificate of Directors Incorporation and By-laws and all amendments to date as being in full force and effect, with true, correct and complete copies of such resolutions, Certificates of Incorporation and By-laws attached thereto, (II) a certificate of subsistence and/or good standing of the Seller dated as of a recent date prior to the Closing, issued by the Secretary of State of California and of each other state in which the Seller is qualified to do business and (III) certified copies of resolutions duly adopted by the board of directors of the Seller and the consent of the stockholders of Seller, in each case authorizing the execution execution, delivery and performance of this Agreement and the consummation of each of the transactions and conveyance of Purchased Assets other agreements contemplated herein, hereby to 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;Seller is a party. (ck) Deliver possession to Buyer a duly executed interim lease for space located at 0000 Xxxxxxx Xxxxxx, Culver City, California 90232 in the Round Lakeform of Exhibit H attached hereto (the "Interim Lease"). (l) a duly executed Xxxxxx City Lease. (m) original copies of all Consents. (n) duly executed copies of all other deeds, Illinoisendorsements, location assignments, consents of the Business, all Seller's books, records, documents third parties and other written materials included as part of the Purchased Assets; (d) instruments as, in 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 certificatePurchaser, dated as are necessary to transfer title 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 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 said representations and warranties are, by the execution and 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 F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation AgreementAcquired Assets.

Deliveries by the Seller. At the Closing Closing, the Seller shall deliver the following instruments and documents to the Buyer or their designeesBuyer: 2 (a) an assignment of the Xxxx Membership Interest, duly executed by the Seller, assigning all of Sale as provided the Seller’s interest in Section 1.1; the Membership Interest to the Buyer, in a form satisfactory to the Seller and the Buyer (the “Assignment”); (b) copies 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 resolutions that certain Services Agreement, dated as 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'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 issued by the Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location State of the Business, all Seller's books, records, documents and other written materials included as part State 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; Delaware; (f) A a certificate, dated as of the Closing Date ("Seller Closing Certificate") and Date, executed by an officer of the Seller, certifying that (i) all representations the resolutions, as attached to such certificate, were duly adopted by the sole member of the Seller, authorizing and warranties approving the execution of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions remain in full force and effect, and (ii) the articles of organization and operating agreement of the Seller contained attached to such certificate are those currently in this Agreement were true and accurate as of the date of this Agreement (unless such representations and warranties expressly speak as of a 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 Buyereffect; (iig) all of said representations an account satisfaction and warranties aretransition agreement, by the execution and delivery of the Seller Closing Certificate, made again on and dated as of the Closing Date Date, duly executed by Greenlane Holdings, Inc. (“Greenlane”), the Company and are then true and accurate as though then made RSL Blunt Productions, S.R.L. (unless such representations and warranties expressly speak as to a specific date other than the date thereof and“RSL”), in any case, without giving effect a form satisfactory to any standard, qualification or exception with respect to "materiality"), except as would not have a Material Adverse Effect the Seller and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the BuyerBuyer (the “ASTA”); and (iiih) the Seller has performed and complied in all material respects with all the covenantsa funds flow memorandum, agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or on dated as of the Closing Date; (g) An , duly executed counterpart by the Seller, in a form satisfactory to the Transition Services Agreement in Buyer and the form attached hereto Seller, providing for the Buyer’s disbursement of the Purchase Price as Exhibit F specified therein (the "Transition Services Agreement"“Funds Flow Memorandum”); and (h) An executed counterpart to the Service and Installation Agreement.