Common use of Deliveries by the Seller Clause in Contracts

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and (iii) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c).

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shallshall deliver or cause to be delivered to each of the Purchasers the following: (a) One or more certificates evidencing the aggregate number of shares of the Preferred Stock, duly authorized, fully paid and non-assessable, as is indicated on Schedule 1 for such Purchaser, registered in the 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) deliverthat 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, or cause to be delivered, and that attached to the Buyer Secretary's Certificate is a true and complete copy of the Release Documents Certificate of Incorporation of the Seller together with respect to such Vessels and/or Chartered Companiesall 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 Board of Directors of the Seller (the "Board of Directors") authorizing the 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 case manner contemplated hereby including, but not limited to, the authorization and issuance of a Chartered Company Sale, deliver, or cause the Preferred Stock; (iv) the names and true signatures of the officers of the Seller signing this Agreement and all other documents to be delivereddelivered in connection with this Agreement; (d) Proof of due filing with the Secretary of State of the State of Delaware of the Certificate of Designation authorizing the Preferred Stock; (e) A legal opinion of the Seller's counsel, to dated as of the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transferClosing Date, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on attached hereto as Exhibit 4 C (each, an the "Assignment AgreementOpinion"); and (iiif) deliverAn itemized list of any and all brokerage commissions, finder's fees or cause similar payments owed by Purchaser relating to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and transactions contemplated hereby (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c"Broker Fee List").

Deliveries by the Seller. At each Closing with respect Subject to one or more Vessels and/or Chartered Companies (including the initial Closing)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 shall: agrees to deliver at the Closing the following, all reasonably satisfactory in form and substance to the Purchaser and its legal counsel: (i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; Acquired Assets; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments xxxx of transfer, in proper form sale for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and Acquired Assets (Cthe “Xxxx of Sale”); (iii) in respect of each Chartered Company, an a duly executed assignment and assumption agreement necessary to transfer to the Purchaser the Acquired Contracts and certain other Acquired Assets (the “Assignment and Assumption Agreement”); (iv) a duly executed by such Chartered Seller SPV patent and trademark assignment necessary to evidence the transfer of the Trademarks and Trademark registrations listed on Schedule 5.07(b) and the Seller in substantially goodwill associated therewith (the form “Trademark Assignment”) ; (v) all documents of title, if any, necessary to transfer to the Purchaser any of the Tangible Property; (vi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances on the Acquired Assets have been released; (vii) evidence of receipt of all consents set forth on Exhibit 4 Schedule 5.05; (each, an "Assignment Agreement"); and (iiiviii) deliver, or cause all documents necessary to be delivered, transfer to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by Purchaser the Seller or its applicable Subsidiary pursuant registered domain names related to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required Web Sites; (or reasonably requested by the Buyerix) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified Severance Waiver Agreement, if applicable, of Xxxxxxxxx Xxxxxxxxxx; (x) a certificate of Seller relating to the items set forth in Section 6.8(c7.01(a), (b) and (d); and (xi) all other deeds, endorsements, transfer, conveyance and assumption documents and any other instruments and documents as, in the reasonable opinion of counsel for the Purchaser, are required to vest in the Purchaser all right, title and interest in and to any of the Acquired Assets or to effectuate the terms of this Agreement.

Deliveries by the Seller. At each Closing with respect Upon the terms and subject to one or more Vessels and/or Chartered Companies (including the initial conditions of this Agreement, at the Closing), the Seller shall: shall deliver (i) deliver, or cause to be delivered) the following to the Buyer: (a) Original certificates for the Membership Interests, along with duly executed powers by the Seller in favor of the Buyer transferring the Membership Interests to the Buyer; (b) The resignations (or evidence of the removal) of all members of the Board of managers of the Company, and the officers as set forth in Section 1.5(b) of the Seller Disclosure Letter; (c) A certificate executed on the behalf of the Seller by an officer thereof, certifying as to the fulfillment of the conditions set forth in Sections 5.3(a) and 5.3(b); (d) A Transition Services Agreement with the terms as provided in Section 4.3(f) (the “Transition Services Agreement”) in form and substance reasonably acceptable to the Buyer and the Release Documents with respect to such Vessels and/or Chartered CompaniesSeller; (iie) A certificate of non-foreign status, in the case of a Chartered Company Sale, deliver, or cause to be delivered, form and substance reasonably acceptable to the Buyer and in the form provided in U.S. Treasury Regulation Section 1.1445-2(b)(2), issued pursuant to and in compliance with (Aincluding the making of any required filings with the IRS) certificates U.S. Treasury Regulation Section 1.1445-2(b)(2), certifying that the Seller is not a foreign person within the meaning of U.S. Treasury Regulation Section 1.1445-2(b)(2); (if anyf) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each Evidence of the Chartered Seller SPVsrelease of the Company as a guarantor under the Credit Agreement dated September 16, 2010 as amended on June 30, 2011, among Rowan Companies, Inc., as Borrower, the Lenders named therein, Wxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and (C) in respect Swingline Lender and Citibank, N.A., DnB Nor Bank ASA and Royal Bank of each Chartered CompanyCanada, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")as Co-Syndication Agents; and (iiig) deliverAll other documents, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments and writings required to be delivered by the Seller at or its applicable Subsidiary pursuant (to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyerextent not previously delivered) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, prior to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Closing under this Agreement.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) deliver, will deliver or cause the Company to be delivered, deliver to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies;following: (iia) in Stock certificates representing all of the case issued and outstanding shares of a Chartered Company SaleCommon Stock owned by the Seller, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank favor of the Buyer or other 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) The stock books, stock ledgers, minute books, and other corporate records of the Company; (c) Resignations dated the Closing Date of all of the directors and officers of the Company as designated by the Buyer; (d) All required consents of third parties to the sale conveyance, transfer, assignment and delivery of the Common Stock or any assets of the Company hereunder; (e) A certificate of the Secretary of the Company certifying as of the Closing Date (i) a true, correct, and complete copy of the Articles of Incorporation of the Company and all amendments thereto as in proper form for transfereffect on the Closing Date; (ii) a true, correct, and complete copy of the bylaws of the Company and all amendments thereto as in effect on the Closing Date; and (Biii) resignations Certificates of Good Standing from the North Dakota and South Dakota Secretaries of State; (f) The affidavit of the Seller certifying as to his non-foreign status in accordance with Section 1445(b)(2) of the Code; (g) The Non-Competition Agreement required by Section 5.3 above; (h) The Opinion of the Seller's Counsel required by Section 5.4 above; (i) A General Release from the Seller which releases the Company from any and all officersclaims, directorsknown or unknown, managers contingent or individuals holding similar offices or positions of each direct, which he may have against the Company as of the Chartered Seller SPVsClosing Date, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV other than claims arising under this Agreement and the Seller in substantially other Documents and the form set forth on Exhibit 4 (each, an "Assignment Agreement")transactions contemplated hereby; and (iiij) deliverAll other documents, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments and writings required to be delivered by the Seller at or its applicable Subsidiary prior to the Closing Date pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified otherwise required in Section 6.8(c)connection herewith.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shallshall deliver or cause to be delivered to the Purchaser: (a) An Instrument of Assignment and Xxxx of Sale substantially in the form attached hereto as Exhibit A (the “Instrument of Assignment and Xxxx of Sale”), duly executed by the Seller; (b) warranty deeds in recordable form relating to the Owned Real Property substantially in the form of Exhibit B and Exhibit C; (c) a Patent Assignment substantially in the form attached as Exhibit D (the “Patent Assignment”), each duly executed by the Seller; (d) an Assumption Agreement substantially in the form attached as Exhibit E (the “Assumption Agreement”), duly executed by the Seller; (e) a Transition Services Agreement in the form attached as Exhibit 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) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered CompaniesSeller’s Certificate; (iij) in a certificate prepared by the case of a Chartered Company Sale, deliver, or cause to be delivered, Seller’s chief financial officer to the Buyer (A) certificates (if any) representing effect that the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each audited balance sheet of the Chartered Seller SPVsBusiness 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 (C) in respect of each Chartered Companysuch certificate, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"“CFO Certificate”); and (iiik) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any all other previously undelivered documents or instruments required to be delivered by the Seller to the Purchaser at or its applicable Subsidiary prior to the Closing pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Agreement.

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following: (a) certificates and stock powers duly executed by the Seller evidencing the transfer of such Transferred Securities by the Seller to the Buyer; (b) duly executed copies of (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 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 any and all guarantees by the Purchased Companies of any Parent Indebtedness (other than in respect of any release effectuated automatically under the relevant documents of the Parent Indebtedness), each in form and substance reasonably satisfactory to Buyer; (c) evidence 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 Purchased Companies designated in writing by the Buyer at least three (3) Business Days prior to the Closing Date, and (ii) with respect to one any legal representative, general manager, director and/or supervisor of any PRC Purchased Company designated in writing 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 more Vessels and/or Chartered Companies supervisor, with each such resignation to take effect upon Closing; (including e) a certificate of an authorized officer of the initial ClosingSeller and the Company (in each case in such officer’s capacity as such an officer and not in his or her individual capacity) certifying that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied. (f) a 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 shall:is not a foreign person within the meaning of Section 1445 of the Code; (g) certificates, dated as of the Closing Date and signed by the secretary or equivalent officer of each of the Seller 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 to which such Person is a party and the consummation of the transactions contemplated hereby and thereby; (h) duly executed copies by the Seller (and its Affiliates) of all Ancillary Agreements to be executed and delivered by the Seller (and its Affiliates) and the Company under this Agreement; and (i) deliveran audited consolidated balance sheet of the Company and its Subsidiaries as of September 30, or cause to be delivered2015, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case September 30, 2016 and September 30, 2017, including an unqualified opinion of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transferXxxxx Xxxxxxxx LLP that, in proper form for transfertheir judgment, (B) resignations from any the financial records and all officers, directors, managers or individuals holding similar offices or positions of each statements of the Chartered Seller SPVsCompany and its Subsidiaries are fairly and appropriately presented, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and (iii) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies accordance with GAAP (it being understood that such instruments shall not require the acknowledged that, if sooner received by Seller, any of its Subsidiaries or any other Person Seller shall deliver the foregoing to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or Buyer within two (2) Business Days following the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy receipt of the agreements specified in Section 6.8(cfinalized audited consolidated balance sheet and auditor’s opinion).

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shallshall hereby deliver to the Buyer the following: (a) Certificate of the Secretary of 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 a corporation in its jurisdiction of incorporation; (b) Copies, certified by an executive officer of the Seller as of the Closing, of the articles of incorporation of the Seller, and all amendments thereto; (c) Copies, certified by an executive officer of 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 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 form attached hereto as Exhibit A (the “General Conveyance”), and an Assumption Agreement, substantially in the 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) Executed counterparts of the agreement providing for the production of certain of the Penta Products by the Seller, substantially in the form attached hereto as Exhibit D (the “Interim Production Agreement”); (f) An 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 by and between Forshaw and the Buyer in the form attached hereto as Exhibit G (the “Consulting Agreement”); (h) Executed counterparts of that certain Non-Competition Agreement dated as of the Closing by and between the Buyer and the Seller and Forshaw, in the form attached hereto as Exhibit H (the “Non-Competition Agreement”); (i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) Executed counterparts of that certain Nonqualified Stock Option Agreement in the case of a Chartered Company Sale, deliver, or cause to be delivered, to form attached hereto as Exhibit I (the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment “Nonqualified Stock Option Agreement"); and (iii) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c”).

Deliveries by the Seller. At or prior to the Closing, the Seller shall deliver to the Buyer the following, each dated the Closing Date and duly executed by the Seller: (a) One or more Assignment and Assumption Agreements, together with special warranty deeds for each parcel of Owned Real Property, Bills of Sale and other conveyance documents (collectively, the "Conveyance Documents") with respect to one tangible property included in the Purchased Assets; (b) Certificates of title for all vehicles included in the Purchased Assets, duly endorsed for transfer to the Buyer. (c) 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 Transferred Intellectual Property to be registered, recorded or more Vessels and/or Chartered Companies 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; (including d) A certificate, dated the initial Closing)Closing Date, of the Seller shall:certifying as to the compliance by the Seller with Sections 8.1 and 8.2; (i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each A certificate of the Chartered Secretary of the Seller SPVscertifying resolutions of the board of directors of the Seller(or the executive committee thereof) approving and authorizing the execution, delivery and (C) in respect performance of each Chartered Company, an assignment and assumption agreement duly executed this Agreement by such Chartered the Seller SPV and the Ancillary Agreements to which the Seller in substantially is a party and the form set forth consummation by the Seller of the transactions September 9, 2004 (Steel Mills) contemplated hereby and thereby (togxxxxx with an incumbency and signature certificate regarding the officer(s) signing on Exhibit 4 (each, an "Assignment Agreement"behalf of the Seller); and (iiiii) deliverA certificate of the Secretary of Cargill, or cause to be deliveredIncorporated certifying resolutions xx xxx xxxxx xx xxxxctors of Cargill, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, Incorporated (or the Organizational Documents of such applicable Seller SPV and/or Chartered Companyexecutive commxxxxx xxxxxxx) xxxxxxing and authorizing the execution, delivery and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy performance of the agreements specified guaranty of Cargill, Incorporated in Section 6.8(c)the form of Exhibit X xxxxxx.

Deliveries by the Seller. At each Closing with respect The Seller agrees to one or more Vessels and/or Chartered Companies deliver (including the initial Closing), the Seller shall: (i) deliver, or cause to be delivered, ) to the Buyer Purchaser at the Release Documents with respect Closing on the Closing Date the following agreements and documents, all reasonably satisfactory in form and substance to such Vessels and/or Chartered Companies;Purchaser and their legal counsel (all Exhibits attached to this Agreement shall be deemed reasonably satisfactory to Purchaser and its legal counsel): (iia) duly executed Escrow Agreement for Earn-Out, substantially in the form as set forth on Exhibit A. (b) a duly executed Xxxx of 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 corporate secretary or assistant secretary as to the Seller's Certificate of 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 Chartered Company Sale, deliver, or cause to be delivered, recent date prior to the Buyer Closing, issued by the Secretary of State of California and of each other state in which the Seller is qualified to do business and (AIII) certificates (if any) representing certified copies of resolutions duly adopted by the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments board of transferdirectors of the Seller and the consent of the stockholders of Seller, in proper form for transfereach case authorizing the execution, (B) resignations from any delivery and all officers, directors, managers or individuals holding similar offices or positions performance of this Agreement and of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and other agreements contemplated hereby to which the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); andis a party. (iiik) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy interim lease for space located at 0000 Xxxxxxx Xxxxxx, Culver City, California 90232 in the form 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, endorsements, assignments, consents of third parties and other instruments as, in the opinion of counsel to the Purchaser, are necessary to transfer title of the agreements specified in Section 6.8(c)Acquired Assets.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including Upon the initial Closing), the Seller shall: (i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and (iii) deliver, or cause to be delivered, is delivering to the Buyer or its applicable Subsidiary any designee: (a) an assignment, in form and substance reasonably satisfactory to the Buyer and the Seller, transferring to the Buyer the Subject Membership Interest in the Company, duly executed by the Seller; (b) resolutions of the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and a certificate of an officer of the Seller, dated as of the date of this Agreement, to the effect that such resolutions were duly adopted and are in full force and effect; (c) a copy of the fairness opinion delivered by Merrill Lynch to the Seller or its affiliates covering the transactioxx xnder this Agreement; (d) the limited liability company agreement of the Company (the "Company LLC Agreement"), in form and substance reasonably satisfactory to the Buyer and the Seller, duly executed by the Seller; (e) the amended and restated limited liability company agreement of the Seller (the "Seller LLC Agreement"), in form and substance reasonably satisfactory to the Buyer and the Seller, duly executed by the Seller; (f) a Transition Services Agreement to be 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 (j) all other previously undelivered documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer at or its applicable Subsidiary a duly executed copy of prior to the agreements specified in Section 6.8(c)Closing Date.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) deliver, shall deliver or cause to be delivereddelivered to the Buyer: (a) A certificate of an officer of the Seller certifying as of the Closing Date that the conditions precedent set forth in Sections 6.1(a), (b) and (c) have been satisfied. (b) 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 board of 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 thereby. (c) A certificate of good standing or, to the Buyer extent the Release Documents concept of good standing is not recognized in the applicable jurisdiction, a certificate of existence or comparable certification with respect to such Vessels and/or Chartered Companies;the 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. (iid) in the case All Required Approvals. (e) The Xxxx of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); andSeller. (iiif) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary Instruments of conveyance for any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or Assumed Proprietary Rights reasonably requested by the Buyer) , in order form and substance satisfactory to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require Buyer, duly executed by the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and. (ivg) deliverA landlord estoppel certificate, or cause to be delivered, 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 or its applicable Subsidiary a and the Seller (the “Lease Assignment and Assumption”), with respect to the Madison Heights Facility, duly executed copy by the Seller and acknowledged by the lessor of the agreements specified Madison Heights Facility. (j) Legal and 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. (k) A certification in the 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 6.8(c)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. (l) Evidence, in form and substance reasonably satisfactory to the Buyer, of the release or termination all security interests relating to the Purchased Assets and termination of all UCC financing statements filed in connection therewith. (m) The Escrow Agreement, duly executed by the Seller. (n) The Employment Agreement, duly executed by Xxxxxx. (o) Such other documents as the Buyer may reasonably request with respect to the transactions contemplated by this Agreement.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including Upon the initial Closing), the Seller shall: (i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and (iii) deliver, or cause to be delivered, is delivering to the Buyer or its applicable Subsidiary any designee: (a) an assignment, in form and substance reasonably satisfactory to the Buyer and the Seller, transferring to the Buyer the Subject Membership Interest in the Company, duly executed by the Seller; (b) resolutions of the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and a certificate of an officer of the Seller, dated as of the date of this Agreement, to the effect that such resolutions were duly adopted and are in full force and effect; (c) a copy of the fairness opinion delivered by Xxxxxxx Xxxxx to the Seller or its affiliates covering the transactions under this Agreement; (d) the limited liability company agreement of the Company (the "Company LLC Agreement"), in form and substance reasonably satisfactory to the Buyer and the Seller, duly executed by the Seller; (e) the amended and restated limited liability company agreement of the Seller (the "Seller LLC Agreement"), in form and substance reasonably satisfactory to the Buyer and the Seller, duly executed by the Seller; (f) a Transition Services Agreement to be 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 (j) all other previously undelivered documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer at or its applicable Subsidiary a duly executed copy of prior to the agreements specified in Section 6.8(c)Closing Date.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) shall deliver, or shall cause to be delivered, to the Buyer each of the Release Documents following: (a) a Xxxx of Sale, substantially in the form attached hereto as Exhibit A (the “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 such Vessels and/or Chartered Companiesthe existence and good standing of the Seller; (iie) 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 case form of a Chartered Company SaleExhibit C (the “Assignment of Intellectual Property”), delivertogether with other agreements, instruments, certificates and other documents necessary or cause 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 delivered, to undertaken by the Buyer (Awith 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) certificates (if any) representing using reasonable best efforts following the Chartered SecuritiesClosing, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered the applicable Persons of the Seller SPV 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 Seller Escrow Agent; (i) evidence of termination, each in substantially a form reasonably satisfactory to the form 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 4 E (eachthe “Non-Competition, an "Assignment 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 (iiil) deliver, or cause to such other instruments and documents as may be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order Buyer and necessary or appropriate to evidence and effect complete the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Transaction.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) or an Affiliate of the Seller shall deliver, or cause to be delivered, to the Buyer Purchaser or an Affiliate of the Release Documents with respect Purchaser the following (except to such Vessels and/or Chartered Companiesthe extent actually delivered to the Purchaser or 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 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 the Seller and its Affiliates in and to all of the Transferred Contracts; (iib) a duly executed counterpart of each of the other Ancillary Agreements; (c) assignments, in form and substance reasonably acceptable to the case Purchaser and, if applicable, 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 Purchaser the Transferred Intellectual Property; (d) a Chartered Company Saleduly executed certification pursuant to Treasury Regulation Section 1.1445-2(b)(2) that the Seller is not a foreign Person; it being understood that notwithstanding anything to the contrary contained herein, deliverif the Seller fails to provide the Purchaser with such certification, or cause the Purchaser shall be entitled to withhold the requisite amount from the Purchase Price in accordance with Section 1445 of the Code and the applicable Treasury Regulations; (e) evidence of the obtaining of each Seller Required Approval that is a condition to the Purchaser’s obligations under Section 5.8; (f) the certificate to be delivered, delivered pursuant to the Buyer Section 5.9; and (Ag) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or such other customary instruments of transfer, assumptions, filings or documents, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and (iii) deliver, or cause to be delivered, substance reasonably satisfactory to the Buyer Purchaser, as may reasonably be deemed necessary or its applicable Subsidiary any documents or instruments required to be delivered appropriate by the Seller or its applicable Subsidiary pursuant Purchaser to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order give effect to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Agreement.

Deliveries by the Seller. At each Closing with respect Subject to one or more Vessels and/or Chartered Companies (including the initial Closing)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 shallagrees to deliver at the Closing the following, all reasonably satisfactory in form and substance to Purchaser and its legal counsel: (a) a duly executed bill of sale for the Owned Tangible Property to be acquired hereunder ix xxe form attached hereto as EXHIBIT 3.02(a); (b) a duly executed bill of sale and assignment necessary to transfer to Purchaser the Intexxxxtual Property in the form attached hereto as 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) deliver, 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 "Acquired Assets" which has been invoiced by the Seller (or cause to be delivered, for which employees in the Business have requested an invoice) prior to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company SaleClosing Date, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form as set forth on Exhibit 4 (each, an "Assignment Agreement"SCHEDULE 3.02(i); and (iiij) deliveran opinion of Richard Bland Law Firm, or cause counsel to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of dated the Closing Date axx xxxxxxxxx to Purchaser, in a form reasonably acceptable to Purchase and its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)legal counsel.

Deliveries by the Seller. At each the Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing)Time, the Seller shallshall deliver or cause to be delivered to the Buyer (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 Purchased Securities duly endorsed in blank for transfer or accompanied by an executed stock transfer power of attorney; (b) resignations, effective as of the Closing Date, of each director and officer of the Subsidiaries 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) certificates dated as of the Closing Date from the Seller, the Guarantor and each Subsidiary, as the case may be, in the agreed form: (i) deliver, or cause to be delivered, to the Buyer effect that the Release Documents with respect articles and by-laws attached to such Vessels and/or Chartered Companiesthe 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) in to the case effect that the resolutions of a Chartered Company Sale, deliver, the board of directors of the Seller and the Guarantor attached to the certificate approving this Agreement and authorising signature or cause execution of the same and of any documents required to be delivered, to signed or executed by the Buyer (A) certificates (if any) representing Seller or the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any Guarantor under this Agreement is a correct and all officers, directors, managers or individuals holding similar offices or positions of each complete copy of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")relevant resolutions; and (iii) deliverattaching 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, or cause acting reasonably, that all actions required to be deliveredtaken 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; (e) 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 the Agreement and the Closing Documents are true and correct in all respects as of the Closing Date (except to the extent that such representations and warranties may be affected by events or transactions expressly permitted by this Agreement) and that the Seller 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); (f) certificate dated as of the Closing Date and signed on behalf of the Guarantor in the agreed form to the effect that the representations and warranties 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 legal opinion of counsel pertaining to corporate and enforceability matters in respect of the Seller, 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 form and substance reasonably satisfactory to the Buyer or and its applicable Subsidiary any documents or instruments required to be delivered counsel; (h) the Nomination Rights Agreement and the Equity Participation Agreement, duly executed by the Seller or its applicable Subsidiary pursuant to Seller; (i) the MOABonanza Agreements, Annex C heretoduly executed by Desminic and Yamana Nicaragua, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs)S.A.; and (ivj) deliversuch other conveyances, transfers, approvals, documents, instruments or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy certificates dated as of the agreements specified Closing Date as would be usual in Section 6.8(c)completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Buyer, reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shallshall cause to be delivered to the Buyer the following: (i) delivera bill of sale and such other assignments, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates instruments and documents (if anyxxx) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and (iii) deliver, or cause to as may be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) , and in order form and substance reasonably satisfactory to the Seller, as may be necessary to evidence and effect the transfer sale of such Vessels and/or Chartered Companies (the Purchased Assets to the Buyer; it being understood that such instruments and documents shall not require the Seller, any of its Subsidiaries or any other Person Seller to make any additional representations, warrantieswarranties or covenants, covenants express or agreements implied, not expressly set forth contained in this Agreement; (ii) 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 approving the transactions contemplated herein and authorizing the Seller to enter into this Agreement or and the MOAsAncillary Agreements and to perform its obligations hereunder and thereunder; (iv) a certificate dated as of the Closing Date reconfirming that Seller's representations and warranties are true and correct in all material respects; (v) the Trust Agreement duly executed by the Seller and the Trustee; (vi) a Claims Processing Expense Payment Agreement between Seller and the Service Company (as defined in Section 6.9) substantially in the form of Exhibit B hereto (the "Claims Processing Expense Payment Agreement"), duly executed by the Seller; (vii) a Restrictive Covenant Agreement(s) between Buyer and each of the Owners, substantially in the form of Exhibit C hereto (the "Restrictive Covenant Agreement"), executed by each of the Owners; (viii) a Transition Services Agreement between Buyer and Seller, substantially in the form of Exhibit D hereto (the "Transition Services Agreement"), executed by the Seller; and (ivix) deliver, or cause to such other documents as may be delivered, to reasonably required for the Buyer or its applicable Subsidiary a duly executed copy purpose of consummating the agreements specified in Section 6.8(c)Acquisition.

Deliveries by the Seller. At each Closing or prior to the Closing, the Seller shall deliver the following to the Buyer: (a) the Xxxx of Sale, duly executed by the Selling Entities; (b) the Assumption Agreement, duly executed by the Selling Entities; (c) the IP Assignment Agreement, duly executed by the applicable Selling Entities; (d) Deeds with respect to one all Owned Real Property, duly executed by the applicable Selling Entities and any other document or more Vessels and/or Chartered Companies instrument required to be executed or delivered by any Selling Entity in order to record any Deed; provided that none of such documents or instruments shall expand the representations and warranties or covenants of any Selling Entity herein, or any rights or remedies of Buyer or the Buyer Designees with respect thereto (including other than, in each case, to a de minimis extent); (e) a copy of the initial ClosingSale Order as entered by the Bankruptcy Court; (f) the certificate contemplated by Section 8.2(c); (g) a properly executed certificate of non-foreign status prepared in accordance with Treasury Regulations Section 1.1445-2(b) from each Selling Entity; (h) certificates representing all of the Equity Interests, duly endorsed (or accompanied by duly executed stock or similar powers) by the Seller shall: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; (i) delivertermination statements, lien releases, discharges, financing change statements or cause other documents, notices or other instruments as the Buyer may reasonably deem necessary to be deliveredrelease all Encumbrances of record on file as of the Closing with any Governmental Authority (other than Permitted Encumbrances), if any, on the assets of the Acquired Subsidiaries, each in form and substance reasonably satisfactory to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by any holders of such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")Encumbrances; and (iiij) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered extent requested in writing by the Seller or its applicable Subsidiary pursuant Buyer not later than five (5) Business Days prior to the MOAClosing Date, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, written resignations from each director and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy officer of the agreements specified in Section 6.8(c)Acquired Subsidiaries.

Deliveries by the Seller. At each the Closing with respect or thereafter as specified below, the Seller, at the Seller’s sole cost, shall deliver or cause to be delivered to the Purchaser the following items: (a) one or more Vessels and/or Chartered Companies bills of sale, in substantially the form of Exhibit A attached hereto (the “Xxxx of Sale”), in each case duly executed by each applicable Seller; (b) an Assumed Liabilities assignment and assumption agreement, in substantially the form of Exhibit B attached hereto (the “Liabilities Assignment and Assumption Agreement”), duly executed by each applicable Seller; (c) 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 be executed by Seller and Purchaser as required under applicable Legal Requirements; (d) one or more assignment and assumption agreements of Contracts, in substantially the form of Exhibit D attached hereto (the “Contract Assignments”) duly executed by each applicable Seller; (e) the Back-To-Back Coal Supply Agreements duly executed by each applicable Seller; (f) Permit 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 initial Closingapplicable 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), the Seller shall:; (i) deliverthe Royalty Agreement, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller 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 Exhibit 4 Schedule ‎4.2(j); (eachk) 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, an "Assignment Agreement"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, in accordance with Section ‎9.2(b); and (iiip) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by Estimated Pre-Closing Wyoming Production Tax Liabilities Amount and the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Estimated Maintenance Contracts Amount.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiaries any documents or instruments required to be delivered by the Release Documents with respect Seller or its applicable Subsidiaries pursuant to the MOA and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companiesand 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 well 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; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered SecuritiesOperation SPV Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Companythe Seller’s Interests in 100% of the issued and outstanding equity of DOV Operations, an assignment Assignment and assumption agreement Assumption Agreement duly executed by such Chartered Seller SPV and the Seller and, if applicable, DOV Operations, in substantially the form set forth on Exhibit 4 2 and (eachC) in respect of the Seller’s interest in 1% of the outstanding equity of Cooperatief, an "Assignment Agreement"through the Seller’s membership in Cooperatief, a Private Transfer Deed duly executed by the Seller and, if applicable, Cooperatief, in substantially the form set forth on Exhibit 3 (the agreements described in (B) and (C) together, the“Assignment Agreements”); and (iii) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered assignment by the Seller or its applicable Subsidiary pursuant to of the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered CompanyCredit Agreement, and any other documentation required (or reasonably requested the execution and delivery by the Buyer) in order to evidence and effect the transfer Seller of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)all documentation related thereto.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) or an Affiliate of the Seller shall deliver, or cause to be delivered, to the Buyer Purchaser or an Affiliate of the Release Documents with respect Purchaser the following (except to such Vessels and/or Chartered Companiesthe extent actually delivered to the Purchaser or 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 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 the Seller and its Affiliates in and to all of the Transferred Contracts; (iib) a duly executed counterpart of each of the other Ancillary Agreements; (c) a duly executed counterpart of the Supply Agreement; (d) assignments, in form and substance reasonably acceptable to the case Purchaser and, if applicable, 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 Purchaser the Transferred Intellectual Property; (e) a Chartered Company Saleduly executed 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 contrary contained herein, deliverif the Seller fails to provide the Purchaser with such certification, or cause the Purchaser shall be entitled to withhold the requisite amount from the Purchase Price in accordance with Section 1445 of the Code and the applicable Treasury Regulations; (f) evidence of the obtaining of each Seller Required Approval that is a condition to the Purchaser’s obligations under Section 5.8; (g) the certificate to be delivered, delivered pursuant to the Buyer Section 5.9; (Ah) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or such other customary instruments of transfer, assumptions, filings or documents, in proper form for transferand substance reasonably satisfactory to the Purchaser, (B) resignations from any and all officers, directors, managers as may reasonably be deemed necessary or individuals holding similar offices or positions of each of appropriate by the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Purchaser to give effect to this Agreement"); and (iiii) deliver, or cause to be delivered, to the Buyer or its applicable an estimated Transferred Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Closing Balance Sheet.

Deliveries by the Seller. At each Closing the Closing, the Seller shall deliver to Purchaser (or Purchaser shall have otherwise received): (a) a duly executed special warranty deed (as customary in the applicable jurisdiction) with respect to one or more Vessels and/or Chartered Companies the Owned Real Property, substantially in the form of Exhibit C; (including b) a duly executed assignment of leases for each of the initial Closingleases comprising the Assumed Leased Real Property, substantially in the form of Exhibit D; (c) a duly executed assignment and assumption agreement for the Assumed Liabilities (the “Assignment and Assumption Agreement”), substantially in the Seller shall: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 the Master Agreement and the Property Lease; (f) such documentation, identified by Purchaser at least five (5) days before the date of the Closing, as may be necessary to change the authorized signatories on any bank accounts, safety deposit boxes and lock boxes containing Purchased Assets; (g) the officer’s certificate required to be delivered pursuant to Section 10.1(b); (h) a copy (in either electronic or printed form as reasonably requested by Purchaser) of the 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 of the Closing; (i) deliverduly executed payoff letters, or cause 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 delivered, released or discharged at or prior to the Buyer Closing evidencing the Release Documents satisfaction, release or discharge of such other Encumbrance; (j) all other instruments of conveyance and transfer as may be necessary to convey the Purchased Assets and the Assumed Liabilities to Purchaser; (k) such other documents as the Purchaser may reasonably request with respect to such Vessels and/or Chartered Companiesthe transactions contemplated by this Agreement; (iil) any real estate transfer tax declaration or similar documents required under applicable law in connection with the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each conveyance of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and Owned Real Property or the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")Assumed Leased Real Property; and (iiim) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of Non-Foreign Affidavit substantially in the agreements specified in Section 6.8(c).form attached hereto as Exhibit H.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) deliver, or cause to be delivered, shall hereby deliver to the Buyer the Release Documents with respect following: (a) Certificate of the Secretary of State of the State of Delaware, dated not more than fifteen (15) days prior to such Vessels and/or Chartered Companiesthe Closing, attesting to the due organization and good standing of the Seller as a corporation in its jurisdiction of incorporation; (iib) Copies, certified by an executive officer of the Seller as of the Closing, of the certificate of incorporation of the Seller, and all amendments thereto; (c) Copies, certified by an executive officer of 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 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 case form attached hereto as Exhibit A (the "General Conveyance"), and an Assumption Agreement, substantially in the 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) Executed counterparts of a Chartered Company Salethe agreement providing for the manufacture of certain of the Xxxxx Products by Seller and purchase of Finished Xxxxx Inventory and Technical Xxxxx Insecticide Inventory, deliversubstantially in the form attached hereto as Exhibit D (the "Contract Manufacturing Agreement"); (f) An opinion of Xxxxxxxxx Xxxxxxxx, or cause to be delivered, legal counsel to the Buyer Seller as to those matters described in Exhibit E, subject to customary qualification provisions; (Ag) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each Executed counterparts of the Chartered Seller SPVsConsent, Subordination and (C) Agreement in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on attached hereto as Exhibit 4 I (each, an the "Assignment Subordination Agreement"); and (iiih) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy Executed counterparts of the agreements specified Assignment, Assumption and Consent Agreement among Buyer, Seller and The Xxxxx Mountain Corporation in Section 6.8(cthe form attached hereto as Exhibit J (the "Xxxxx Consent").

Deliveries by the Seller. The Buyer’s obligation to consummate the Closing is subject to the satisfaction or waiver of the following conditions as of or prior to the Closing Date: (a) The representations and warranties of the Seller set forth in Article V shall be true and correct as of the date of this Agreement and as of the Closing 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 correct as of such specified date, (in each case, without regard to materiality qualifiers), except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Seller Material Adverse Effect. NAI-1502700397v12 (b) The Seller shall have performed all covenants required to be performed by the Seller prior to Closing, except where the failure to perform such covenants would not be reasonably expected to have a Seller Material Adverse Effect. (c) Prior to Closing, a response to the Indiana Department of Environmental Management’s May 15, 2017 letter to the Seller, in the form attached hereto as Exhibit 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 each Closing with respect or prior to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) shall deliver, or cause to be delivered, to the Buyer Buyer, the Release Documents with respect to such Vessels and/or Chartered CompaniesEscrow 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) in a copy of the case Xxxx of a Chartered Company Sale, deliverduly executed by the Seller; (iii) a copy of the Assignment and Assumption Agreement, or cause to be deliveredduly executed by the Seller; (iv) a certificate of an officer of the Seller (the “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 (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or and accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVspayoff letters where applicable), and (Cy) certifying that the conditions set forth in respect 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 each Chartered 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, an assignment that any required approval of the sole member of the Seller to this Agreement and assumption agreement 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 such Chartered Seller SPV and 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 substantially form and substance reasonably satisfactory to Buyer and sufficient to cause the form 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 Exhibit 4 (each, an "Assignment Agreement"Schedule 3.2(e)(xiii); and (iiixiv) deliverevidence, or cause to be delivered, reasonably satisfactory to the Buyer and the Title Company that all delinquent taxes related to the Owned Real Property (other than tax obligations paid or its applicable Subsidiary any documents or instruments required to be delivered by withheld from the Seller or its applicable Subsidiary Purchase Price pursuant to the MOA, Annex C hereto, Section 2.5) have been paid or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested are not secured by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, Liens against any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Purchased Assets.

Deliveries by the Seller. At each On or prior to the Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing)Date, the Seller shall: (i) shall deliver, or cause to be delivered, to the Buyer Purchaser, in form and substance reasonably satisfactory to the Release Documents with respect to such Vessels and/or Chartered Companies;Purchaser, the following: (iia) in the case Stock certificates or other evidence of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) ownership representing the Chartered SecuritiesShares, duly endorsed in blank favor of the Purchaser, or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each favor of the Chartered Seller SPVsPurchaser, and with all required stock transfer tax and other revenue stamps, acquired at the Seller's expense, affixed; (Cb) The Notes, duly endorsed in respect favor of each Chartered Companythe Purchaser, an assignment and assumption agreement with all required transfer taxes and other stamps, acquired at the Seller's expense, affixed; (c) A certificate duly executed by such Chartered 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 representations and warranties set forth in Article IV hereunder and that the Seller SPV has performed and complied with all agreements, covenants and agreements required hereunder; (d) A certificate duly executed by the Secretary of the Seller, in the form of Exhibit 6.1(c) hereto, dated as of the Closing Date, as to the ESTATUTOS of the Seller, the resolutions adopted by the Board of Directors of the Seller in substantially connection with this Agreement and the form set forth on Exhibit 4 (each, an "Assignment Agreement")incumbency of certain officers of the Seller; and (iiie) deliverAn Assignment of Claims, or cause to be deliveredin the form of Exhibit 6.1(d) hereto, dated as of the Closing Date, duly executed by the Company in favor of the Seller assigning any and all claims of the Company against HG Estate, LLC, St. Marys Railroad Corporation and W.O. Corporation arising under the Stock Purchase Agreement, dated as of December 9, 1999, among HG Estate, LLC, St. Marys Railroad Corporation, W.O. Corporation and the Company to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c).

Deliveries by the Seller. At or prior to the Closing, the Seller shall deliver to the Buyer the following, each dated the Closing Date and duly executed by the Seller: (a) One or more Assignment and Assumption Agreements, together with special warranty deeds for each parcel of Owned Real Property, Bills of Sale and other conveyance documents (collectively, the "Conveyance Documents") with respect to one tangible property included in the Purchased Assets; (b) Certificates of title for all vehicles included in the Purchased Assets, duly endorsed for transfer to the Buyer. (c) 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 Transferred Intellectual Property to be registered, recorded or more Vessels and/or Chartered Companies 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; (including d) A certificate, dated the initial Closing)Closing Date, of the Seller shall:certifying as to the compliance by the Seller with Sections 8.1 and 8.2; and (i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each A certificate of the Chartered Seller SPVs, and (C) in respect Secretary of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially certifying resolutions of the form set forth on Exhibit 4 board of directors of the Seller (eachor the executive committee thereof) approving and authorizing the execution, an "Assignment Agreement"); and (iii) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered delivery and performance of this Agreement by the Seller or its applicable Subsidiary pursuant and the Ancillary Agreements to which the MOA, Annex C hereto, or Seller is a party and the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested consummation by the BuyerSeller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) in order to evidence and effect the transfer signing on behalf of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller). September 9, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs2004 (Wire); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c).

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shallwill deliver or cause to be delivered to the Buyer the following: (a) All required consents of third parties to the sale conveyance, transfer, assignment and delivery of the Transferred Assets and Business of the Seller hereunder, including but not limited to the consent of Southwall Technologies Inc. to the assignment of the North American Heat Mirror Value-Added Reseller Agreement and the consent of Norwest Equipment Finance, Inc. to the assignment of the Lease Agreement; (b) A certificate of the Secretary of the Seller certifying as of the Closing Date, (i) a true, correct, and complete copy of the Articles of Incorporation of the Seller and all amendments thereto as in effect on the Closing Date; (ii) a true, correct, and complete copy of the bylaws of the Seller and all amendments thereto as in effect on the Closing Date; (iii) a true, correct, and complete copy of the resolutions approved and adopted by the Seller's Board of Directors and Shareholders authorizing and approving the execution, performance and delivery of this Agreement and the transactions contemplated by this Agreement; (iv) Good Standing Certificate from the North Dakota Secretary of State and all other jurisdictions where the Seller is qualified to do business; and (v) the incumbency of the duly authorized officers of the Seller. (c) The affidavit of the Seller certifying as to its non-foreign status in accordance with Section 1445(b)(2) of the Code; (d) The Xxxx of Sale required by Section 1.1(c); (e) The Assignment and Assumption Agreement required by Section 1.1(c); (f) The Lease Agreement required by Section 1.1(c); (g) The First Amendment to the Earn-Out Schedule; (h) The opinion of the Seller's counsel required by Section 5.2 above; (i) deliver, or cause to be delivered, Duly executed Amendment to the Buyer Articles of Incorporation of the Release Documents with respect to such Vessels and/or Chartered CompaniesSeller and withdrawal of assumed trade names as required by Section 5.3 above; (iij) in the case of a Chartered Company SaleAll other documents, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and (iii) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments writings required to be delivered by the Seller at or its applicable Subsidiary prior to the Closing Date pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified otherwise required in Section 6.8(c)connection herewith.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including a) On the initial Closing)date hereof, the Seller shallis delivering to the Buyer or its designee: (i) deliverresolutions of the Board of Directors of the Seller authorizing the execution, or cause to be delivereddelivery and performance of this Agreement and a certificate of an officer of the Seller, dated as of the date of this Agreement, to the Buyer the Release Documents with respect to effect that such Vessels and/or Chartered Companiesresolutions were duly adopted and are in full force and effect; (ii) a copy of the fairness opinion delivered by Merrill Lynch to Seller or its affiliates covering the transxxxxxxx xxxxx this Agreement; (iii) a guaranty agreement, in the case of a Chartered Company Sale, deliver, or cause to be delivered, form and substance reasonably satisfactory to the Buyer (A) certificates (if any) representing the Chartered SecuritiesBuyer, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV WMB and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")WNGL; and (iiiiv) deliverproperly executed Internal Revenue Service Forms 8832 electing to treat the Seller and the Company as corporations for federal income tax purposes effective July 29, or cause 2002, which forms shall be returned to be deliveredSeller upon receipt of evidence that identical forms have been properly filed with the Internal Revenue Service. (b) At the Closing, the Seller shall deliver to the Buyer or its applicable Subsidiary any designee: (i) an amended and restated limited liability company agreement of the Company in the form and substance satisfactory to Buyer; (ii) resolutions of the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and a certificate of an officer of the Seller, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect; (iii) a release, in form and substance reasonably satisfactory to the Buyer, duly executed by WMB and WNGL; and (iv) all other previously undelivered documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer at or its applicable Subsidiary a duly executed copy of prior to the agreements specified in Section 6.8(c)Closing Date.

Deliveries by the Seller. At the 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 to the Buying Parties the following, each dated the Closing Date and duly executed by the Seller: (a) The Conveyance Documents; (b) The Trademark License Agreement; (c) Possession of the Purchased Assets; (d) Certificates of title for all vehicles included in the Purchased Assets, duly endorsed for transfer to the Buying Parties and any related documents necessary to effect the transfer of the vehicles; (e) Other instruments of transfer reasonably requested by the Buying Parties to evidence the transfer of the Purchased Assets to the Buying Parties and consummation of the transactions described in this Agreement, including assignments with respect to one any Transferred Intellectual Property to be registered, recorded or more Vessels and/or Chartered Companies 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; (including f) A certificate, dated the initial Closing)Closing Date, of an appropriate officer of the Seller shall:certifying as to the compliance by the Seller with Sections 8.1 and 8.2; (g) 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 Buying Parties; (i) deliverThe documentation related to any unassignable Permits and Material Contracts described in Section 2.2, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companiesif applicable; (iij) A certificate, in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied form prescribed by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each Treasury regulations under section 1445 of the Chartered Seller SPVsCode, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and that the Seller is not a foreign Person within the meaning of section 1445 of the Code; (k) The title insurance policy described in substantially the form set forth on Exhibit 4 Section 7.3(a); (each, an "Assignment l) The Escrow Agreement"); (m) The Licensed Intellectual Property Agreement; (n) The Transition Services Agreement; and (iiio) deliver, or cause to Such other documents and instruments as may be delivered, to the Buyer or its applicable Subsidiary any documents or instruments reasonably required to be delivered by consummate the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth transactions described in this Agreement or and the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Ancillary Agreements.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) deliver, shall deliver or cause to be delivered, delivered the following to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies;Buyer: (iia) Stock certificates representing all of the shares of capital stock of each of the Business Subsidiaries, in the each case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other duly executed instruments of transfertransfer 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) Special warranty deeds (subject to Permitted Exceptions), in proper form for transferrecordable form, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in with respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and (iii) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered Business Real Properties owned by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any subsidiaries (other Person than the Business Subsidiaries), togther with all currently existing surveys and title insurance policies for the Business Real Properties. (c) A duly executed xxxx of sale substantially in the form of Exhibit B to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or (the MOAs"Xxxx of Sale"); and (iv) deliver, or cause to be deliveredtogether with such other appropriate instruments of transfer as the Buyer may reasonably request, transferring to the Buyer all of the personal and intangible property owned or held by the Seller as of the 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 Business Leases to which the Seller or any of its applicable Subsidiary subsidiaries (other than the Business Subsidiaries) is a party, in recordable form if and to the extent necessary with respect to those relating to real property or interests therein. (e) Duly executed instruments of assignment (including original consents to all such assignments obtained in accordance with Section 5.5(a)(i)) of the Business Contracts to which the Seller or any of its subsidiaries (other than the Business Subsidiaries) is a party. (f) Duly executed instruments of assignment or transfer of the Business Intellectual Property owned or held by the Seller or any of its subsidiaries (other than the Business Subsidiaries), in form suitable for recording in the appropriate office or bureau, and the original certificates, if available, of such Business Intellectual Property together with any powers of attorney necessary to make the conveyance effective. (g) Duly executed counterpart of the 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 A, duly executed copy by the Seller. (k) 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 agreements specified in Business Assets. (l) The certificates contemplated by Sections 7.3 and 7.4. (m) Duly executed resignations of the officers and directors of the Business Subsidiaries. (n) The Business Books and Records, which to the extent reside at the principal executive office of a Business Subsidiary, shall be deemed delivered by delivery of the stock certificates contemplated by Section 6.8(c)2.4(a) or if located at a facility of the Business such books and records shall be deemed delivered by transfer of the facility pursuant hereto.

Deliveries by the Seller. At each On the Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing)Date, the Seller shallshall deliver to the Purchaser the following items: (a) the Escrow Agreement, duly executed by the Seller; (b) the Bxxx of Sale, in substantially the form attached hereto as Exhibit C, duly executed by the Seller; (c) an assumption agreement, in substantially the form attached hereto as Exhibit D (the “Assumption Agreement”), duly executed by the Seller; (d) a non-competition agreement, in substantially the form attached hereto as Exhibit E (the “Non-Competition Agreement”), duly executed by the shareholders of the Seller; (e) possession of the Purchased Assets; (f) a reasonably current certificate of legal existence of the Seller issued by the Secretary of State of its state of incorporation; (g) copies of resolutions of the board of directors and shareholders of the Seller approving the execution and 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, in each case other than the Permitted Liens; (i) deliver, or cause to be delivered, a certificate in form and substance satisfactory to the Buyer Purchaser executed by the Release Documents with respect to such Vessels and/or Chartered CompaniesSeller certifying that it is not a “foreign person” as defined in Section 1445 of the Code; (iij) all consents, assignments and 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 a Chartered Company Salethe Windsor Property) and JMS Nxxxxxxx, deliver, or cause to be delivered, to LLC (in the Buyer case of the Bloomfield Property); (Am) certificates (if any) representing employment agreements by and between the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any Purchaser and all officers, directors, managers or individuals holding similar offices or positions of each of Rxxxxx Xxxxxx and Jxxxxxx Xxxxxxxx (the Chartered Seller SPVs“Key Employees”), and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on attached hereto as Exhibit 4 I (eachthe “Employment Agreements”), an "Assignment 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"; (o) certificates of title to all motor and other titled vehicles included in the Purchased Assets, duly endorsed for transfer to the Purchaser as of the Closing Date; (p) the certificates required by Sections 9.2(a) and 9.2(b); (q) evidence satisfactory to the Purchaser that the Seller has waived all of its rights to enforce the noncompetition provisions contained in the 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 Transferred Employees; and (iiir) deliver, or cause such other documents and instruments as the Purchaser reasonably requests to be delivered, to consummate the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)transactions contemplated hereby.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) deliver, shall deliver or cause to be delivered, delivered to the Buyer Purchaser the Release Documents following: (a) a Master Services Agreement, substantially in the form attached hereto as Exhibit 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 such Vessels and/or Chartered Companiescompliance 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; (iie) An Affidavit of Property Value in form required by applicable law; (f) the Hit Discovery Services Agreements, in the case of a Chartered Company Sale, deliver, or cause forms to be deliveredmutually agreed to by the parties (together, to the Buyer (A) certificates (if any) representing the Chartered Securities“Hit Discovery Services Agreements”), duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV the Seller, pursuant to which the Purchaser shall have the right and license to use of two chemical libraries maintained at the Seller Facility; (g) a certificate of the Secretary of the Seller, in substantially form and substance reasonably acceptable to the form set forth on Exhibit 4 Purchaser, certifying with respect to (each, an "Assignment 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 (iiii) deliversuch other bills of sale, or cause to be delivered, assignments and instruments of conveyance in form and substance reasonably acceptable to the Buyer or its applicable Subsidiary any documents or instruments required Purchaser, as shall be effective to be delivered 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 Seller or its applicable Subsidiary pursuant to Purchaser for the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified pollution legal liability insurance policy referenced in Section 6.8(c4.3(g), up to a maximum reimbursement of $120,000.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shallshall deliver to the Purchaser the following: (a) a Bxxx of Sale duly executed by the Seller and each of the applicable Seller Parties; (b) an Assumption Agreement duly executed by the Seller and each of the applicable Seller Parties; (c) the Right of Superficies duly executed by Crompton B.V.; (d) the 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 applicable Seller Parties; (f) a Trademark Assignment duly executed by the Seller and the 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., as the case may be; (i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered CompaniesProduction Agreement duly executed by Crompton B.V. and Crompton Europe B.V.; (iij) in the case of a Chartered Company SaleClosing Proration Amount, deliverif payable by the Seller pursuant to Section 2.7; (k) the certificate contemplated by Section 7.1, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by the President or any Vice President of the Seller; (l) executed real property transfer tax forms and returns in connection with Section 6.10(c), if applicable; (m) such Chartered affidavits, indemnities and information as the 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 first refusal); (n) a certificate of the secretary or an assistant secretary or other appropriate officer of the Seller, certifying resolutions of the board of directors of the Seller, approving and authorizing the execution, delivery and performance by the Seller SPV of this Agreement and its Related Agreements and the consummation by the Seller in substantially of the form set forth transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on Exhibit 4 (each, an "Assignment Agreement"behalf of the Seller); and (iiio) deliver, or cause such other documents as are reasonably necessary to be delivered, vest in the Purchaser and the Purchaser Designees title to the Buyer Purchased Assets or its applicable Subsidiary any documents or instruments required to as may be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) Purchaser in order to evidence and effect connection with the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Closing.

Deliveries by the Seller. At each the Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing)Time, the Seller shallshall deliver or cause to be delivered to the Buyer (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 Purchased Securities duly endorsed in blank for transfer or accompanied by an executed stock transfer power of attorney; (b) resignations, effective as of the Closing Date, of each director and officer of the Subsidiaries from whom the Buyer requests such resignations; and a signed comprehensive mutual release from and in favour of each such director and officer of all claims by or 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) certificates dated as of the Closing Date from the Seller, the Guarantor and each Subsidiary, as the case may be, in the agreed form: (i) deliver, or cause to be delivered, to the Buyer effect that the Release Documents with respect articles and by-laws attached to such Vessels and/or Chartered Companiesthe 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) in to the case effect that the resolutions of a Chartered Company Sale, deliver, the board of directors of the Seller and the Guarantor attached to the certificate approving this Agreement and authorising signature or cause execution of the same and of any documents required to be delivered, to signed or executed by the Buyer (A) certificates (if any) representing Seller or the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any Guarantor under this Agreement is a correct and all officers, directors, managers or individuals holding similar offices or positions of each complete copy of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")relevant resolutions; and (iii) deliver, 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 cause to be delivered, the Guarantor and certifying the genuineness of such signatures. (d) evidence in form satisfactory to the Buyer or its applicable Subsidiary any documents or instruments Buyer, acting reasonably, that all actions required to be delivered taken by the Seller or its applicable Subsidiary prior to Closing pursuant to the MOASection 5.3 have been taken and all consents, Annex C heretoapprovals, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, Orders and any other documentation authorizations required (or reasonably requested to be obtained by the BuyerSeller for the Closing pursuant to Section 4.1.2 have been obtained; (e) a certificate dated as of the Closing Date and signed on behalf of the Seller in order the agreed form to evidence the effect that the representations and effect warranties of the transfer Seller contained in the Agreement and the Closing Documents are true and correct in all respects as of such Vessels and/or Chartered Companies the Closing Date (it being understood except to the extent that such instruments shall not require the Seller, any of its Subsidiaries representations and warranties may be affected by events or any other Person to make any representations, warranties, covenants or agreements not transactions expressly set forth permitted in this Agreement or the MOAsLa Libertad Share Purchase Agreement dated the date hereof among the Parties) and that the Seller 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); (f) certificate dated as of the Closing Date and signed on behalf of the Guarantor in the agreed form to the effect that the representations and warranties 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) the assignment and assumption agreement contemplated under Section 5.8; (h) a legal opinion of counsel pertaining to corporate and enforceability matters in respect of the Seller, 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 form and substance reasonably satisfactory to the Buyer and its counsel; (i) the Nomination Rights Agreement and the Equity Participation Agreement, duly executed by the Seller; and (ivj) deliversuch other conveyances, transfers, approvals, documents, instruments or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy certificates dated as of the agreements specified Closing Date as would be usual in Section 6.8(c)completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Buyer, reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

Deliveries by the Seller. At or prior to the Closing, the Seller shall ------------------------ deliver to the Buyer the 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 "Conveyance Documents") with respect to one tangible property included in the Purchased Assets in forms acceptable to Buyer and that are necessary to transfer the Purchased Assets to Buyer or more Vessels and/or Chartered Companies as required by respective state laws and requirements; (b) 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 board of directors of the Seller approving and 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 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 thereby, each of which shall be in form and substance reasonably satisfactory to the Buyer. If the Third Party is provided notice of the Sale Motion and such Third Party does not object in writing to the assumption and assignment of the Purchased 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 initial ClosingSale Motion), the Seller shall:consent of such Third Party shall be deemed given or deemed unnecessary upon the entry of the Sale Approval Order; (i) deliverA certificate, or cause to be deliveredin the form 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; (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 Release Documents 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, 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 such Vessels and/or Chartered Companiesthe transactions contemplated by this Agreement; (q) Evidence reasonably satisfactory to Buyer that (i) all of the Cure Amounts will be paid by Seller out of the proceeds of this sale and (ii) in all relevant taxing authorities and all other Notice Parties have been notified of the case of a Chartered Company SaleSale Motion and the proposed Sale Approval Order, deliverand have been given an opportunity to object thereto, or cause to be delivered, to the Buyer (A) certificates which objections (if any) representing have been overruled by the Chartered Securities, duly endorsed in blank Bankruptcy Court or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")withdrawn; and (iiir) deliver, or cause to Such other documents and instruments as may be delivered, to the Buyer or its applicable Subsidiary any documents or instruments reasonably required to be delivered consummate the transactions contemplated by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or and the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Ancillary Agreements.

Deliveries by the Seller. At each Closing or prior to the Closing, the Seller will deliver the following to the Buyer: (a) the Bill of Sale, duly executed by the Seller for the personal property included in the Purchased Assets; (b) all consents, waivers or approvals obtained by the Seller with respect to the Purchased Assets, the transfer of any Transferable Permit, or the consummation of the transactions connected to the sale of the Purchased Assets, contemplated by this Agreement, to the extent specifically required hereunder; (c) a certificate (as contemplated by Section 8.2); (d) one or more Vessels and/or Chartered Companies (including deeds of conveyance of the initial Closing)Real Estate consisting of fee interests, to the Buyer, in substantially the form of the Limited Warranty Deed, duly executed and acknowledged by the Seller and in recordable form and one or more instruments of assignment or conveyance as shall be necessary to transfer the Gas Easements and the Shared Easements pursuant to Section 7.4(b); (e) all such other instruments of assignment or conveyance as shall:, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Purchased Assets, in accordance with this Agreement; (f) certificates of title for certificated motor vehicles or other titled Purchased Assets, or other evidences of the right to use Purchased Assets, duly executed by Seller and in form reasonably satisfactory to Buyer; (g) all terminations and releases of Encumbrances on the Purchased Assets other than the Permitted Encumbrances; (h) a Noncompetition Agreement limited to the natural gas distribution business, duly executed by Seller and in form and substance reasonably satisfactory to Buyer and Seller containing the terms set forth in Exhibit D hereto; (i) deliver, or cause a list of the customer deposits and customer advances of the Business to be deliveredassumed by Bxxxx as Assumed Obligations under this Agreement as of a date reasonably near the Closing Date to be agreed upon by Bxxxx and Seller, to certified as being true and complete by the Buyer the Release Documents with respect to such Vessels and/or Chartered CompaniesChief Financial Officer of Seller; (iij) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securitiesextent permitted by law, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement a trademark license duly executed by such Chartered Seller SPV for transitional use in form and substance reasonably satisfactory to Buyer and Seller, in tandem with Number- 3CHK, Inc.'s name, of the names of "Dayton Power and Light Company," any other trade names used in the Business or derivatives thereof (including without limitation "DPL" and "DP&L"), subject to the right of Seller in substantially to approve the form set forth on Exhibit 4 and content of such use, for a period ending no sooner than the later of three months following the Closing and December 31, 2000, for the purpose of limiting customer confusion (each, an the "Assignment License Agreement")) ; and (iiik) deliversuch other agreements, or cause to be delivereddocuments, to the Buyer or its applicable Subsidiary any documents or instruments and writings as are required to be delivered by the Seller at or its applicable Subsidiary prior to the Closing Date pursuant to the MOAthis Agreement, Annex C hereto, or the Organizational Documents of except where failure to provide such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall documents would not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary have a duly executed copy of the agreements specified in Section 6.8(c)Material Adverse Effect.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial On Closing), the Seller shallshall deliver or cause to be delivered to the Buyer the following: (a) all bills of sale, assignments and transfers, in form and content reasonably satisfactory to the 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 such instruments is required; (b) all instruments of assignment of Intellectual Property appropriate to effectively vest good and marketable title to the Intellectual Property in the Buyer to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required; (c) all instruments of assignment of Permits, if any, appropriate to effectively vest good and marketable title to the Permits in the Buyer to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required; (d) a form of assignment effective to transfer all Contracts to the Buyer, in a form to be approved by the Buyer’s solicitor’s, acting reasonably; (e) any other documents the Buyer may reasonably require to transfer to the Buyer on the Closing Date good and marketable title to the Assets, free and clear of all Encumbrances; (f) a certificate of an officer of the Seller certifying the truth and accuracy of the representations and warranties and compliance with covenants of the Seller in this Agreement, each as of the Closing Date; (g) 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; (h) consents to act as directors of each of following as the nominees of the Seller to the Buyer’s board of directors: (i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered CompaniesXxxxxxxxxxxx Xxxxxxxxxxxx – CEO/CFO and director; (ii) in Xxxxx Xxxxxx – director. (i) certified copy of the case resolutions of a Chartered Company Sale, deliver, the directors of the Seller approving this Agreement and the transactions contemplated hereby; (j) originals or cause to be delivered, copies of all of the Contracts; (k) all books and records relating to the Buyer Assets; (Al) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any all required Consents and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")Approvals; and (iiim) deliverif the parties: (i) settle on a mutually acceptable form of Closing agenda prior to the Closing Date, or cause then such other Closing documents as are listed on that Closing agenda as Closing documents to be delivered, 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 the Buyer or its applicable Subsidiary any documents or instruments acting reasonably, required to be delivered by either the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) Buyer in order for it to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of have met its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in obligations under this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Agreement.

Deliveries by the Seller. At (a) On or prior to each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Non-Issuer Transfer Closing), the Seller shall: shall deliver (i) deliver, or cause to be delivered) to the Purchaser (or its designee) originals, or copies if specified, of the following agreements, documents and other items (collectively, the “Non-Issuer Closing Seller Deliverables”): (i) 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 applicable, executed by all required parties in 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 if specified, of the following agreements, documents and other items (collectively, the “Issuer Transfer Closing Seller Deliverables” and together with the Non-Issuer Transfer Closing Seller Deliverables, the “Seller Deliverables”): (i) The items described in clauses (i), (iv), (v), (vi) and (viii) of Section 2.06(a), to the Buyer extent not delivered on a prior Closing Date; (ii) Counterparts to a Xxxx of Sale and Assignment Agreement with respect to such Issuer Transfer Asset Group, duly executed by the Release Seller. (iii) Counterparts to the Assignment and Assumption Agreement with respect to such Issuer Transfer Asset Group duly executed by the Seller. (iv) Counterparts to the Xxxxxx Mae Issuer Transfer Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement Issuer Transfer Asset Group duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); andSeller. (iiiv) deliverThe related Assets. (vi) The related Transfer Fee, or cause to be deliveredas applicable, payable in accordance with Section 2.01 and Section 2.04. (vii) Counterparts to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered Acknowledgment Agreement, duly executed by the Seller or its applicable Subsidiary pursuant Seller. (viii) Counterparts to the MOAPledge Agreement, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested duly executed by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c).

Deliveries by the Seller. At each Closing or prior to the Closing, the Seller shall deliver the following to the Buyer: (a) the Xxxx of Sale, duly executed by the Selling Entities; (b) the Assumption Agreement, duly executed by the Selling Entities; (c) the IP Assignment Agreement, duly executed by the applicable Selling Entities; (d) Deeds with respect to one all Owned Real Property, duly executed by the applicable Selling Entities; (e) such other instruments of assignment or more Vessels and/or Chartered Companies conveyance duly executed by the applicable Selling Entities as shall be reasonably necessary to transfer the Purchased Assets to the Buyer in accordance with this Agreement; (including f) a copy of the initial Closing), Sale Order as entered by the Seller shall:Bankruptcy Court; (g) 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 by the Monitor; (i) deliverthe 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 cause to be delivered, 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 Release Documents with respect to such Vessels and/or Chartered CompaniesBuyer and any applicable Buyer Designees; (iil) the Transition Services 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 the case of a Chartered Company Sale, deliver, or cause to be delivered, form and substance reasonably satisfactory to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by any holders of such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")Encumbrances; and (iiip) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered extent requested in writing by the Seller or its applicable Subsidiary pursuant Buyer not later than five (5) Business Days prior to the MOAClosing Date, Annex C hereto, or written resignations from (i) each director and officer of the Organizational Documents of such applicable Seller SPV and/or Chartered CompanyAcquired Subsidiary, and (ii) each director appointed by any other documentation required (Selling Entity or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, Acquired Subsidiary to the Buyer or its applicable Subsidiary a duly executed copy board of directors of the agreements specified in Section 6.8(c)Japanese JV.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shallshall sell, assign, transfer and convey to the Buyer all of the Stock of the Company and shall deliver, at the Closing the following: (a) A certificate or certificates representing the Stock, together with fully executed and witnessed stock power (in blank) attached thereto with signature guaranteed by an institution that is a participant in the Securities Transfer Agents Medallion Program. (b) 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) deliverThe Company is duly incorporated, validly existing and in good standing under the laws of the State of New York; the Company has full corporate power and authority to own or cause lease and operate its properties and to be delivered, to carry on its business as now conducted; and the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies;Company has no subsidiaries. (ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by The authorized capital stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered 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 SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially Other Stockholders who are entering into Stock Purchase Agreements with Buyer; all of the form set forth on Exhibit 4 (eachissued and outstanding shares of capital stock of the Company as of the Closing are validly issued, an "Assignment Agreement"); andfully paid and nonassessable. (iii) deliver, or cause to be delivered, to This Agreement and the Buyer or its applicable Subsidiary any documents or instruments required to be 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 applicable Subsidiary obligations hereunder. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, (a) violates or conflicts with or results in the breach of the 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 Company or the Seller pursuant to or in connection with this Agreement. (vi) The Seller is the MOAlawful owner of the Stock, Annex C hereto, or to the Organizational Documents best of such applicable 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 SPV and/or Chartered 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) The resignations immediately prior to the Closing of (i) each director of the Company and any other documentation required (or reasonably ii) each officer of the Company as requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c).

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) deliver, or cause to be delivered, shall deliver to the Buyer the Release Documents with respect following: (a) Certificates of the Secretary of State of the state of Washington, dated not more than five (5) days prior to such Vessels and/or Chartered Companiesthe Closing Date, attesting to the existence of Seller as a corporation in its jurisdiction of incorporation; (iib) Copies, certified by the Secretary or Assistant Secretary of Seller as of the Closing Date, of resolutions duly adopted by the 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 contemplated transactions; (c) Four (4) executed counterparts of a General Conveyance, Transfer and Assignment, substantially in the case form attached hereto as Exhibit A (the “General Conveyance”), and an Assumption Agreement, substantially in the form attached hereto as Exhibit B (the “Assumption Agreement”), together with such other bills of a Chartered Company Salesale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or assignments and other instruments of transfer, assignment and conveyance as the Buyer shall reasonably request, to vest in proper the Buyer good and marketable title to the Purchased Assets; (d) Four (4) executed counterparts of a Noncompetition Agreement, by and between the Seller, the Shareholder and the Buyer, substantially in the form attached hereto as Exhibit C (the “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; (Bh) resignations from 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 officers, directors, managers or individuals holding similar offices or positions of each 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 Chartered Seller SPVs, disclosure schedules attached to this Agreement updated and (C) supplemented in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement")accordance with Section 7.4; and (iiim) deliver, or cause to be delivered, to Payment in immediately available funds for the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the BuyerTransferred Employees’ accrued but unused vacation in accordance with Section 7.3(f) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)below.

Deliveries by the Seller. At each Closing Concurrently with respect to one or more Vessels and/or Chartered Companies (including the initial Closing)execution and delivery of this Agreement, the Seller shall: (i) shall deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companiesfollowing items: (a) a copy of the Escrow Agreement, duly executed by the Seller; (iib) a copy of the Xxxx of Sale, duly executed by the Seller; (c) a copy of the Assignment and Assumption Agreement, duly executed by the Seller and, at the request of the Buyer, separate assignment and assumption agreements relating to any of the Real Property Leases in form and substance reasonably acceptable to the Buyer; (d) the original Documents; (e) 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 extent directed by the Buyer (including evidence that all security interests in the case Owned Real Property have been released); (f) all of the consents listed on Schedule 6.4; (g) a Chartered Company Salenon-foreign person affidavit that complies with the requirements of Section 1445 of the Code, deliverduly executed 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 cause binding commitments to be delivered, issue such policies (the “Title Insurance”) issued by a title company reasonably acceptable to the Buyer (Athe “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) certificates delete its standard exception relating to mechanics’ and materialmen’s liens; (if anyii) representing issue an “owner’s comprehensive endorsement;” and (iii) contain such other endorsements as the Chartered SecuritiesBuyer 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 blank 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 accompanied used by stock powers the Seller, duly executed in blank or other instruments of transferby the Seller; (n) a trademark assignment, in proper 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 transfereach Member that is an individual and Xxxxxxx, an executed Non-Competition Agreement; (Br) resignations from any and all officersa copy of an investor qualification statement, directors, managers or individuals holding similar offices or positions of duly executed by each of the Chartered Seller SPVsXxxxxxx Trust and Xxxxxxxxxx, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on attached as Exhibit 4 (each, an "Assignment Agreement")H; and (iiis) deliver, or cause to be delivered, to such other documents and instruments as the Buyer or its applicable Subsidiary any documents or instruments required reasonably requests to be delivered consummate the transactions contemplated by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and (iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Agreement.

Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall: (i) deliver, or cause to be delivered, to against the Buyer deliveries by the Release Documents with respect to such Vessels and/or Chartered Companies; (ii) in the case of a Chartered Company Saleunder Section 3.2, deliver, or cause to be delivered, to the Buyer Company the following: (Aa) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any Board resolutions and all officers, directors, managers or individuals holding similar offices or positions of each shareholder’s resolutions of the Chartered Seller SPVsapproving the transactions contemplated under this Agreement and the Termination Agreement; (b) one or more receipts acknowledging payment of the Repurchase Amount by the Company; (i) an executed instruction letter by the Seller pursuant to which by the registered office provider of the Company is instructed to transfer the Repurchased Shares to the Company or any other person or account designated by the Company, and (Cii) in respect an executed instrument of each Chartered Company, an assignment and assumption agreement duly executed transfer by such Chartered Seller SPV and the Seller in substantially or such other documents and instruments necessary to transfer to the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and (iii) deliver, or cause to be deliveredCompany such number of Repurchased Shares, to the Buyer 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 its applicable Subsidiary order from any Governmental Body is in effect prohibiting the consummation of the transactions contemplated hereby and there is no pending legal proceeding by any Governmental Body which would reasonably be expected to result in the issuance of any such order; (e) an executed counterpart by the Seller, Mx. Xx and Champion Era Enterprises Limited to the Termination Agreement; (f) an executed documents or instruments required evidencing the termination of any voting proxy arrangement with respect to be delivered all the ADS and Shares beneficially owned by the Seller or its applicable Subsidiary Affiliates in form reasonably satisfactory to the Company; (g) an executed counterpart by Cxxxxxx (Xinhan) Li to the 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 MOA, Annex C hereto, or board of directors of the Organizational Documents of Company in form reasonably satisfactory to the Company; and (i) such applicable Seller SPV and/or Chartered Company, other documents and any other documentation required (or reasonably requested instruments necessary to consummate the transactions contemplated by this Agreement upon the Buyer) in order to evidence terms and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly conditions set forth in this Agreement or the MOAs); and (iv) deliverAgreement, or cause to all of which shall be delivered, in form and substance reasonably satisfactory to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c)Company.