Common use of Deliveries by the Sellers Clause in Contracts

Deliveries by the Sellers. Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

Deliveries by the Sellers. Simultaneously herewithAt or prior to the Closing, the Sellers are delivering Griffon shall deliver or causing cause to be delivered to the Purchaser Buyer the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as certificate to the Company Resolutions (as defined belowbe delivered pursuant to Section 8.2(c); (b) Copies of any a duly executed counterpart from ISC Park Avenue and all third party consents obtained in connection with the transactions contemplated by this Company to the Huntington Lease Agreement; (c) A fully a complete and duly executed copy IRS Form W-9 of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporationeach Seller; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments evidence of transfer reasonably requested by the Purchaser evidencing the transfer and assignment release of the Purchased Shares security interest granted in favor of Bank of America, N.A., as administrative agent under the Fifth Amended and Restated Credit Agreement dated as of January 24, 2022 among the Seller, the lenders thereunder, and such administrative agent, among others, in the Company’s assets (including authorization from such administrative agent to file any necessary releases), the Purchaserfiling of the applicable financing termination statement in connection with such release and the delivery of any other termination or release documents necessary in order to effect such release as of or substantially contemporaneously with Closing (the “BoA Release”); (e) A copy of a written resignation notice duly executed counterpart from Griffon and delivered the Company to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Transition Services Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller substantially in substantially the form attached hereto as Exhibit A B; (f) written resignations in customary form, of each director of the “Purchaser-Sellers Stockholders Agreement”Purchased Companies (or a written stockholder resolution of each Purchased Company removing such directors) and written resignations in customary form, of each officer of the Purchased Companies (or a written resolution of the board of directors of each Purchased Company removing such officers), in each case effective as of the Closing; (g) such duly executed instruments of transfer as may be necessary to vest in Buyer all right, title and interest in and to the Purchased Shares, and stock certificate(s) (or a customary lost stock certificate affidavit) representing all of the Purchased Shares, endorsed in blank or accompanied by each Sellersuch duly executed instruments of transfer; (h) the Specified Consent Deliverable; and (hi) The Non-Competition a duly executed counterpart from the Seller and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and to the Purchaser (the “Non-Competition and Non-Solicitation Space Sharing Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser Buyers the following: (a) A certificate, dated as Counterparts of the date hereof Amended and signed on behalf of Restated Omnibus Agreement substantially in the Company by its Secretary or other authorized officer, form attached hereto as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers Exhibit C (the “Sxxxxxx Stockholders Restated Omnibus Agreement”), duly executed by Valero and each Sellerapplicable subsidiary of Valero (excluding the General Partner and the Partnership and its subsidiaries, including the Buyers); (gb) The Stockholders Agreement by and among a counterpart of the Purchaser, Hxxxx X. Xxxxxx and each Seller Transportation Services Schedule (XxXxx Crude System) substantially in substantially the form attached hereto as Exhibit A D (the “Purchaser-Sellers Stockholders AgreementXxXxx Services Schedule”), duly executed by each SellerVMSC; (c) a counterpart of the Transportation Services Schedule (Three Rivers Crude System) substantially in the form attached hereto as Exhibit E (the “Three Rivers Services Schedule”), duly executed by VMSC; (d) counterparts of the Transportation Services Schedule (Wynnewood Products System) substantially in the form attached hereto as Exhibit F-1 and the Terminaling Services Schedule (Wynnewood Products System) substantially in the form attached hereto as Exhibit F-2 (collectively, the “Wynnewood Services Schedules”), duly executed by VMSC; (e) counterparts of the connection agreements, substantially in the forms attached hereto as Exhibit G (the “Connection Agreements”), duly executed by the Sellers or the Affiliates of the Sellers that are parties thereto; (f) counterparts of the documents and instruments necessary and appropriate to convey the Systems (other than the Wynnewood Products System) to the Buyers, including any bills of sale and Contract assignments substantially in the forms attached hereto as Exhibit H (the “Conveyance Documents”), duly executed by the Sellers or the Affiliates of the Sellers that are parties thereto; (g) a counterpart of the Assignment of Membership Interests, substantially in the form attached hereto as Exhibit I (the “Assignment Document”), duly executed by VTDC; (h) counterparts of the Amendment Number One to Services and Secondment Agreement substantially in the form attached hereto as Exhibit J (the “Services and Secondment Amendment”), duly executed by Valero Services, Inc. and Valero Refining Company-Tennessee, L.L.C.; (i) an executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that such Seller is not a foreign person within the meaning of the Internal Revenue Code and the Treasury Regulations promulgated thereunder; and (hj) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) evidence in form and substance reasonably acceptable satisfactory to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf Buyers of the Companyrelease and termination of all Encumbrances on the Transferred Assets, another authorized officer of the Companyother than Permitted Encumbrances and transfer restrictions under applicable federal and state securities laws.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser Buyer the following: (a) A certificate, dated as an instrument of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to Buyer, evidencing the transfer of its respective Acquired Interests to Buyer, free and clear of all Liens; (i) a copy of the certificate of formation (or equivalent organizational document) of the Company certified by the secretary of state (or equivalent Governmental Authority) of the jurisdiction of organization of the Company, (ii) a copy of the limited liability company or operating agreement of the Company, and (iii) a copy of the resolutions of the governing body of the Company authorizing the transactions contemplated by this Agreement, to the extent required by the Company’s limited liability company agreement, each certified by an officer of Mxxxxxx Xxxxxxxthe Company; (c) a certificate of the New Hampshire Secretary of State as to the good standing of the Company in such jurisdiction, dated no earlier than thirty (30) days prior to the Closing Date; (d) written resignations of the managers and officers of the Company designated by Xxxxx at least two (2) Business Days prior to the Closing Date, effective as of the Closing, in form and substance reasonably acceptable to Buyer; (e) pay-off letter(s) and Lien release documentation and/or authorization from the lender(s) or other payee(s) of the Pay-Off Indebtedness, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such indebtedness; (f) invoices or other documentation from the payee(s) of the Closing Selling Expenses, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such expenses; (g) an Investor Representation and Lock-Up Agreement between Buyer and each Seller, substantially in the form attached hereto as Exhibit C, dated as of the Closing Date and executed by such Seller (the “Lock-Up Agreements”); (h) a duly completed and properly executed IRS Form W-9 from each Seller (or if the applicable Seller is disregarded as separate from its owner for U.S. federal income Tax purposes, the applicable direct or indirect parent of such Seller) and Sellers’ Representative, in each case dated as of the Closing Date; (i) all approvals, consents, estoppels and waivers set forth on Schedule 2.5, duly executed by the applicable party or parties; (j) a landlord estoppel and consent to assignment of lease, substantially in the form attached hereto as Exhibit D, dated as of the Closing Date and executed by the Company and the Purchaserapplicable landlord (the “Lease Consent”); (k) evidence reasonably satisfactory to Buyer that all phantom stock plans, agreements or similar equity-based compensation arrangements of the Company (collectively, “Phantom Stock Plans”) have been (or will be as a result of the Closing) terminated and settled, which termination shall include a release from each participant in any Phantom Stock Plan that such participant has no further right or claims with respect thereto; (l) evidence reasonably satisfactory to Buyer that (i) any and all limited liability company agreements, operating agreements, buy-sell agreements or similar agreements with respect to the Company, and (ii) any and all Contracts with any Affiliates of any Seller have been terminated without liability to Buyer or any Buyer Affiliated Company (including the Company after the Closing); (m) the Escrow Agreement duly executed by Mxxxxxx Xxxxxxx andSellers’ Representative and the Escrow Agent; (n) an Irrevocable Proxy by the Sellers, on behalf substantially in the form attached hereto as Exhibit E, dated as of the Company, another authorized officer of Closing Date and executed by the CompanySellers; and (o) such other deliverables requested by Xxxxx as may be necessary or appropriate to effect the transactions contemplated hereby.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver to Purchaser or causing to be delivered to the Purchaser the followingDesignee, as directed by Xxxxxxxxx: (a) A certificate, dated as the Bill of the date hereof Sale and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any Assignment and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Assumption Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation in form and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer substance reasonably requested by the acceptable to Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders AgreementBill of Sale”), duly executed by each Seller; (gb) The Stockholders Agreement by assignments of the Registered Intellectual Property that constitutes Purchased Intellectual Property, in a form suitable for recording in the U.S. patent or trademark office, as applicable, and among the Purchasergeneral assignments of all other Owned Intellectual Property, Hxxxx X. Xxxxxx in form and each Seller in substantially the form attached hereto as Exhibit A substance reasonably acceptable to Purchaser (collectively, the “Purchaser-Sellers Stockholders AgreementIP Assignment Agreements”), duly executed by each Seller; and; (hc) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) authorizing resolutions, in form and substance reasonably acceptable satisfactory to Purchaser, adopted by the board of managers, board of directors, or other applicable governing body of each of Mxxxxxx XxxxxxxSeller authorizing this Agreement, the Company each other Ancillary Document to which such Seller is a party and the Purchaserconsummation of the Transactions; (d) xxxx completed and executed IRS Form W-9 for each Seller; (e) an assignment of all Assumed Leases, but solely to the extent such assignment is not effected pursuant to the Sale Order, duly executed by Mxxxxxx Xxxxxxx andeach applicable Seller; (f) a certified copy of the Sale Order, which shall include the signed and agreed Delaware Litigation Settlement Order; (g) the Sellers Closing Certificate, as required to be delivered pursuant to Section 10.1(d); (h) a joint payment instruction letter, duly executed by Biolase, directing the Escrow Agent to immediately release the Good Faith Deposit from the Good Faith Deposit Escrow Account to Biolase (on behalf of itself and the Companyother Sellers); (i) the Adjustment Escrow Agreement, another authorized officer of duly executed by Biolase and the CompanyEscrow Agent; and (j) such other agreements, consents, documents, instruments and writings as are reasonably requested by Xxxxxxxxx to be delivered by the Sellers pursuant to this Agreement or otherwise reasonably required to consummate the Transactions.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver or causing cause to be delivered to the Purchaser Buyer the followingfollowing items: (a) A certificatestock certificates representing the Company Shares duly endorsed to the Buyer, accompanied by duly executed stock powers transferring the Company Shares to the Buyer, which stock powers shall be duly executed by the applicable Seller and in form and substance reasonably satisfactory to the Buyer; (i) a certificate duly executed by each Seller and the Secretary of the Company, dated as the Closing Date, in form and substance reasonably satisfactory to the Buyer, attaching: (A) the current certificate of incorporation of the date hereof Company, certified by the Secretary of State of the State of Delaware; and signed on behalf (B) a copy of the by-laws of the Company by its Secretary or other authorized officer, as and certifying to the Company Resolutions (as defined below); (b) Copies absence of any amendments thereto; and all third party consents obtained (ii) a certificate duly executed by a director or officer of Aquasium, dated the Closing Date, in connection with form and substance reasonably satisfactory to the Buyer, attaching resolutions of the board of directors of Aquasium duly authorizing the transactions contemplated by this Agreementhereby; (c) A fully duly executed copy resignations of all of the amendment toofficers and directors of the Company, or extension of, effective as of the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation Closing Date and Sxxxxxx Atlantic Corporationotherwise in form and substance reasonably satisfactory to the Buyer; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position letter agreement concerning Xxxxxxxx’x continued employment with the Company or any for the duration of its Subsidiaries; 2012 (f) A copy of the which letter attaches an employment agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers Buyer and Xxxxxxxx concerning Xxxxxxxx’x employment with the Buyer thereafter) (the “Sxxxxxx Stockholders Xxxxxxxx Amended and Restated Employment Agreement”), duly executed by Xxxxxxxx; (e) the letter extending an offer of employment with the Buyer to Xxxxxxx on terms reasonably satisfactory to Xxxxxxx (the “Xxxxxxx Employment Offer”) providing, among other things, that (i) Xxxxxxx’x salary and benefits following the Closing Date through December 31, 2012 will remain substantially similar to his salary and benefits immediately prior to the Closing Date, (ii) Xxxxxxx’x employment may not be terminated by the Buyer or the Company without cause prior to December 31, 2012, and (iii) Xxxxxxx will receive a new offer letter no later than November 15, 2012 setting forth the proposed terms of his employment from and after January 1, 2013, duly executed by Xxxxxxx; (f) the Escrow Agreement, duly executed by each SellerSeller and the Escrow Agent; (g) The Stockholders Agreement certificates as to the good standing of the Company issued within ten (10) days prior to the Closing Date by the appropriate Governmental Authorities within each jurisdiction where the Company is organized or qualified to do business as a foreign entity; (h) a certificate as to the good standing of Aquasium issued within ten (10) days prior to the Closing Date by the appropriate Governmental Authority within the jurisdiction where Aquasium is organized; (i) a duly executed receipt and among release, in each case in form and substance reasonably satisfactory to the PurchaserBuyer, Hxxxx X. Xxxxxx from (i) Aquasium regarding the portion of the Adjusted Purchase Price to which Aquasium is entitled pursuant to Section 2.04(a)(iv), acknowledging that such payment constitutes payment in full of Aquasium’s portion of the Adjusted Purchase Price and that the Buyer does not and will not owe Aquasium any further amounts in respect thereof, (ii) each of Xxxxxxxx and Xxxxxxx regarding delivery of the Buyer Shares, acknowledging that such delivery (made in accordance with such Sellers’ Pro Rata Ownership Interest) constitutes payment in full of such Sellers’ portion of the Adjusted Purchase Price and that the Buyer does not and will not owe such Seller any further amounts in respect thereof, and (iii) each recipient of a payment contemplated by Sections 2.04(a)(i) and (ii) acknowledging that such payment constitutes payment in full of all such amounts owed to such recipient and that the Company does not and will not owe such recipient any further amounts in respect thereof; (j) all minute books, stock record books and corporate (or similar) records and seals of the Company not already in the possession of the Company; (k) evidence reasonably satisfactory to the Buyer of the termination and discharge of the stockholders agreement, management agreement, and other agreements set forth on Schedule 3.02(k), in each case without any further obligation or liability of the Company thereunder; (l) all approvals, authorizations, waivers, consents and releases of third parties and Governmental Authorities set forth on Schedule 3.02(l), in each case, in form and substance reasonably satisfactory to the Buyer; (m) evidence that the Sellers have, at the Sellers’ expense, repaid all Debt of the Company set forth on Schedule 2.04(a)(i), and obtained the release of all Encumbrances (except Permitted Liens) on the Company Shares and all Encumbrances on the assets of the Company, in each case set forth on Schedule 2.04(a)(i), including any related UCC filings and a release of any rights such lienholder may have against the Buyer, the Company Shares or the assets of the Company; provided, that, to the extent that any such repayment or release requires the prior payment of any amount, the Sellers shall procure a payoff letter from the holder of such Debt or Encumbrance which evidences the amount required to be paid, and the Buyer shall have the right to pay such amount out of funds to be paid by the Buyer at Closing as contemplated by Section 2.04(a)(i); (n) with a copy of each to Aquasium, (i) a statement, in form and substance reasonably satisfactory to the Buyer and Aquasium, conforming to the requirements of Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the Treasury Regulations; and (b) a form of notice, in form and substance reasonably satisfactory to the Buyer and Aquasium, to the U.S. Internal Revenue Service prepared in accordance with the requirements under Section 1.897-2(h)(2) of the Treasury Regulations; (o) Subscription Agreements between the Company and each Seller of Xxxxxxxx and Xxxxxxx for the acquisition of the Buyer Shares in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders AgreementSubscription Agreements”), duly executed by each SellerXxxxxxxx and Xxxxxxx; (p) an owner’s title insurance policy issued by First American National Title Insurance Company, dated as of the date of Closing, insuring that the Company owns fee simple title to the Owned Real Property, subject only to the Permitted Encumbrances (other than the Citizens Bank Mortgage), and with endorsements for access, environmental, deletion of arbitration provision and non-imputation; (q) the Environmental Insurance Policies and evidence to the satisfaction of the Buyer that all premiums, fees, charges and costs associated with such policies have been paid; (r) a resolution of the board of directors of the Company duly authorizing the termination, effective as of the close of business on the date that is immediately prior to the Closing Date, of the EBTEC Corporation 401(k) Savings Plan (and any predecessor thereto) (the “Plan”), and an Amendment to the Plan terminating the Plan; (s) evidence to the satisfaction of the Buyer of the termination of the Severance Agreements and all payments due pursuant to Section 2.07; and (ht) The Non-Competition such other documents and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of instruments as the Company and Buyer shall reasonably request to consummate or evidence the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Companytransactions contemplated hereby.

Deliveries by the Sellers. Simultaneously herewithAt or prior to the Closing, the Sellers are delivering or causing to be shall have delivered to the Purchaser Buyer each of the following, unless waived in writing by Buyer: (a) A certificate, dated as duly executed unit powers from each Seller in favor of the date hereof and signed on behalf of Buyer transferring the Company by its Secretary or other authorized officer, as Units to the Company Resolutions (as defined below)Buyer; (b) Copies a certificate executed by an officer of any the Company attaching and all third party consents obtained in connection with certifying as to the transactions contemplated by this Agreementtrue and correct copies of the Organizational Documents of the Company; (c) A fully executed copy Certificate of Good Standing of the amendment toCompany (or equivalent) issued by the jurisdiction of its formation and each jurisdiction in which the Company is qualified to do business, or extension ofin each case, as of a date not more than 15 days prior to the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic CorporationClosing Date; (di) All stock certificates representing the Purchased Shares an original and stock powers duly executed by IRS Form W-9 from each Seller, and (ii) an original and duly executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code certifying that each Seller is not a foreign person within the meaning of Sections 1445 or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment 1446 of the Purchased Shares to the PurchaserCode; (e) A copy of a written resignation notice Payoff Letters and Lien Releases, as applicable, duly executed by each Person to whom any Closing Indebtedness and delivered Transaction Expenses is owed, in form and substance reasonably satisfactory to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its SubsidiariesBuyer; (f) A copy of the agreement or other instrument terminating that certain Stockholders an Employment Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”)in form and substance satisfactory to Buyer, duly executed by the Company and each Sellerof Xxxxxx Xxxx, Xxxxxxx Xxxxxx and Xxxxxxx Xxxx; (g) The Stockholders Agreement by a Confidentiality and among the PurchaserAssignment Agreement, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable satisfactory to each of Mxxxxxx Xxxxxxx, the Company and the PurchaserBuyer, duly executed by Mxxxxxx the Company and each of Xxxxxx Xxxx and Xxxxxxx andXxxxxx, on behalf assigning to the Company any inventions (and proprietary rights with respect thereto) made, conceived or reduced to practice during such individual’s period of employment with the Company; (h) flow of funds memorandum setting forth the payments to be made by the Buyer at Closing including wire instructions in a form acceptable to Buyer (the “Flow of Funds”); (i) Consideration Spreadsheet; (j) a Phantom Equity Release and Acknowledgement Agreement, another authorized officer in form and substance satisfactory to Buyer, executed by each holder of Phantom Equity Awards; and (k) non-competition agreements, in form and substance satisfactory to the CompanyBuyer, executed by all Sellers.

Deliveries by the Sellers. Simultaneously herewith, On the Closing Date: (i) the Sellers are delivering or causing shall assign the Powerhouse One Interests, free and clear of any and all Encumbrances, in an assignment of membership interest in the form of Exhibit A; (ii) the Sellers shall deliver to the Purchaser a certificate of the Secretary of State of Tennessee, and each state in which each Company is required to be delivered qualified to do business, stating that each Company is in good standing or has comparable active status in such state; (iii) the Sellers shall deliver to the Purchaser a certificate executed by a duly authorized officer certifying that the conditions described in Section 3.2(a) and Section 3.2(b) have been satisfied; (iv) the Sellers shall deliver to the Purchaser a certificate of the Secretary of each Company certifying that attached to such certificate are true and complete copies of (A) each Company's Organizational Documents, as amended through and in effect on the Closing Date, and (B) resolutions of each Company's board of managers or similar governing body and the Sellers, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which the Companies are a party and the consummation of the Transactions; (v) the Sellers shall deliver to the Purchaser a non-foreign person affidavit duly executed by the Sellers dated as of the Closing Date in the form attached hereto as Exhibit B; (vi) the Sellers shall deliver to the Purchaser the following: (a) A certificatewritten resignation, dated effective as of the date hereof and signed on behalf Closing Date, of the Company by its Secretary or other authorized officer, as to managers and non-employee officers of the Company Resolutions (as defined belowCompanies set forth on Schedule 3.4(a)(vi); (bvii) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by Sellers shall deliver to the Purchaser payoff letters from all holders of Indebtedness (including all Indebtedness arising under the Bridge Bank Loan Agreement) and release documentation evidencing the transfer and assignment release of the Purchased Shares all Encumbrances, each in a form acceptable to the Purchaser; (eviii) A copy of a written resignation notice duly executed and delivered the Sellers shall deliver to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer Purchaser copies of all third party consents and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”Governmental Authority consents set forth on Schedule 4.4(b) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company Purchaser in its sole discretion; and (ix) the Sellers shall have delivered such other documents and instruments as the Purchaser or the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of 's counsel may reasonably request so as to better evidence or effectuate the Company, another authorized officer of the CompanyTransactions.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered to the Purchaser delivered, the following: (a) A The Sellers shall convey all of the Purchased Assets to the applicable Buyer or, as directed by the Buyers, any of their Subsidiaries or Affiliates, and shall deliver to such Buyer or, as directed by the Buyers, any of their Subsidiaries or Affiliates, such appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, assignments of leases, bills of sale, assignments and assumptions, Business Intellectual Property conveyance documents, certificates of title, vehicle titles, transfer tax declarations, limited warranty deeds (or the local equivalent), assignments of leases and all other instruments of conveyance which are necessary or desirable to effect transfer to the applicable Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens, other than Permitted Liens), including documents acceptable for recordation in the United States Patent and Trademark Office, the United States Copyright Office and any other similar domestic or foreign office, department or agency (it being understood that all of the foregoing shall be in form and substance reasonably satisfactory to the Buyers) and including a xxxx of sale in the form and substance reasonably acceptable to the Buyers to satisfy the conveyance of such Purchased Assets (any such documents “Xxxx of Sale”); (b) The certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officerClosing Date, as to the Company Resolutions (as defined belowdescribed in Section 7.01(c); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of The transition services agreement in the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation form attached hereto as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers Exhibit G (the “Sxxxxxx Stockholders Transition Services Agreement”), duly executed by each Sellerthe 3D US; (gd) The Stockholders Agreement by Each Seller shall deliver (i) a payoff letter and among release of all Liens against any Purchased Assets, in form and substance acceptable to the PurchaserBuyers (each, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the a “Purchaser-Sellers Stockholders AgreementPayoff Letter”), duly executed by each Sellerand (ii) all customary deliverables as set forth in the Payoff Letter, including all promissory notes marked “cancelled”, all possessory collateral and Lien termination and release statements; and (he) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor Consents for the transfer of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, Assumed Contracts identified on behalf of the Company, another authorized officer of the CompanySchedule 9.02(e).

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the ------------------------- Sellers are delivering shall deliver or causing cause to be delivered to the Purchaser Purchasers the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any all governmental and all third other material third- party consents obtained in connection with consents, including Environmental Permits, and approvals, if any, necessary to permit the consummation of the transactions contemplated by this Agreement;, including, but not limited to, the transfer or obtaining of all material permits, or to permit the continued operation of the business of the SMIT Group in relation to the Business in substantially the same manner after the Closing Date as immediately prior to the Closing Date and otherwise consistent with the provisions of this Agreement. (b) Subject to Section 6.3, bills of sale, executed and delivered by each of the Sellers, in recordable form in the jurisdictions in which each vessel to be sold is registered or to be registered and, if requested by SEACOR, a deletion certificate for any such vessel. (c) A fully The assignment and assumption agreement, executed copy and delivered by each of the amendment toSellers, or extension ofsubstantially in the form of Exhibit F hereto with respect to the Assigned Contracts (collectively, the Dealer "Assignment and Assumption Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation;"). (d) All stock certificates representing the Purchased Shares The Registration Rights Agreement executed and stock powers duly executed delivered by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser;Smit Internationale Overseas B.V. (e) A copy The services agreement substantially in the form of a written resignation notice duly Exhibits G-1 and G-2 hereto (the "Management Services Agreements") executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer SMIT and President of the Company but not from any other position with the Company or any of its Subsidiaries;Subsidiaries party thereto. (f) A copy The salvage and maritime contracting agreement substantially in the form of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers Exhibit H hereto (the “Sxxxxxx Stockholders "Salvage and Maritime Contracting Agreement”), duly ") executed and delivered by each Seller;SMIT and its Subsidiaries party thereto. (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller license agreement substantially in substantially the form attached of Exhibit I hereto as Exhibit A (the “Purchaser-Sellers Stockholders "License Agreement”), duly ") executed and delivered by each Seller; andSMIT. (h) The Non-Competition bareboat charter agreement or agreements relating to the vessels Xxxx Xxxxx "Fame" and Non-Solicitation Agreement Xxxx Xxxxx "Fortune" substantially in the form of Exhibit J hereto (the "Bareboat Charter Agreement") executed and delivered by Mxxxxxx Xxxxxxx SMIT and its Subsidiaries party thereto. (i) The joint venture agreement substantially in favor the form of Exhibit K hereto (the "Joint Venture Agreement") executed by SMIT and its Subsidiaries party thereto. (j) Subject to Section 6.3, all stock certificates representing all of the Company and shares of capital stock of the Purchaser (JV Companies owned by the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx XxxxxxxSellers, the Company and the Purchaser, accompanied by stock powers duly executed by Mxxxxxx Xxxxxxx and, on behalf in blank or duly executed instruments of transfer with all necessary stock transfer and other documentary stamps attached. (k) The joint written instructions with SEACOR to the Escrow Agent pursuant to Section 4 of the Company, another authorized officer of the CompanyEscrow Agreement executed and delivered by SMIT.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver or causing cause to be delivered to the Purchaser (unless previously delivered), the following: (a) A certificatestock certificates representing the Shares being purchased at the Closing, dated as duly endorsed or accompanied by other duly executed instruments of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below)transfer; (b) Copies the books, files and other records of any (i) the Sellers referred to in Section 2.2(j) and all third party consents obtained in connection with (ii) the transactions contemplated by this AgreementTransferred Subs; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers a duly executed by each Seller or other instruments xxxx of transfer reasonably requested by sale (the Purchaser evidencing "Xxxx of Sale"), substantially in the transfer and assignment form of Exhibit B attached hereto, transferring the Purchased Shares Acquired Assets to the Purchaser; (d) the undertaking and instrument of assumption (the "Undertaking and Instrument of Assumption ") substantially in the form of Exhibit C attached hereto, evidencing the assignment and assumption by the Purchaser of the Assumed Liabilities; (e) A copy of a written resignation notice duly executed and delivered assignments of the Intellectual Property sufficient to transfer the Intellectual Property to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its SubsidiariesPurchaser; (f) A copy of the agreement or all other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Sellerconveyance documents reasonably necessary to transfer to the Purchaser the Acquired Assets, including assignment and assumption agreements regarding the Property Leases; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially transition services agreement to be entered into between the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation "Transition Services Agreement”) "), substantially in the form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the PurchaserExhibit D attached hereto, duly executed by Mxxxxxx Xxxxxxx andthe Sellers; (h) the manufacturing agreement to be entered into between the Sellers and the Purchaser (the "Manufacturing Agreement"), on behalf substantially in the form of Exhibit E attached hereto, duly executed by the Sellers; (i) the trademark license agreement to be entered into between the Sellers and the Purchaser (the "License Agreement"), substantially in the form of Exhibit F attached hereto, duly executed by the Sellers; (j) the Officers' Certificate referred to in Section 7.3(c); (k) a certified copy of each of the CompanyBidding Procedures Order, another authorized officer Sale Order, and the docket of the CompanyBankruptcy Court evidencing the entry of the Bidding Procedures Order and the Sale Order; and (l) all other previously undelivered documents required to be delivered by the Sellers to the Purchaser at or prior to the Closing Date in connection with the Acquisition.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver or causing cause to be delivered to the Purchaser the following:following items (in addition to any other items required to be delivered to the Purchaser pursuant to any other provision of this Agreement): (a) A certificateoriginal certificates representing the Shares being sold by the Sellers to the Purchaser pursuant to Section 2.1 hereof, dated as duly recorded on the books of the date hereof and signed on behalf of the Company by its Secretary or other authorized officerCompany, as to the Company Resolutions (as defined below)along with stock powers for such certificates executed in blank; (b) Copies a full and complete release by each Seller of the Company from any and all third party consents obtained liabilities, claims and obligations, arising prior to the Closing, that such Seller may have against the Company, in connection with a form reasonably acceptable to the transactions contemplated by this AgreementPurchaser, provided, however, that Xxxxxxx shall retain any statutory or other rights to indemnification provided to him as a result of his service as an officer and director of the Company; (c) A fully a full and complete release, executed copy by both KIG Investors I, LLC (“KIG”) and GFI, of the amendment to, or extension of, the Dealer Company’s obligations under that certain Agreement, dated May 1as of September 13, 20002007, xxxxxxx Xxxxxxxx Xxxxxx Corporation by and Sxxxxxx Atlantic Corporationbetween Garisch, KIG and the Company (“GFI Consulting Agreement”); (d) All stock certificates representing the Purchased Shares termination of that certain Agreement, dated as of October 1, 2007, by and stock powers between Vero Management, L.L.C. (“Vero”) and the Company duly executed by each Seller or other instruments Vero, which shall provide for a full and complete release of transfer reasonably requested by the Purchaser evidencing the transfer and assignment any of the Purchased Shares to the PurchaserCompany liabilities and obligations thereunder; (e) A copy the termination and waiver of a written resignation notice Laurus’ right to consent to any future issuance of the Company’s securities pursuant to Section 3 (second paragraph) of that certain Settlement and Release Agreement, dated as of August 22, 2007, by and between Laurus and the Company, duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its SubsidiariesLaurus; (f) A copy with respect to any Seller that is organized as a corporation or limited liability company (other than Laurus), the minutes of a meeting of the agreement board of directors or other instrument terminating that certain Stockholders Agreementmanagers of such Seller, dated December 2as the case may be, 2013or a written consent or action in lieu thereof, between authorizing such Seller’s entrance into this Agreement and the Sellers (transfer of such Seller’s Shares to the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller;Purchaser as contemplated herein; and (g) The Stockholders with respect to Laurus, the written approval of the liquidation of Laurus authorizing the entrance into this Agreement by and among the PurchaserLaurus Capital Management, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, LLC on behalf of Laurus and the Company, another authorized officer transfer of the CompanyLaurus Shares to the Purchaser as contemplated herein.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, and as a condition to Buyer’s obligations hereunder, the Sellers are delivering shall deliver, or causing cause to be delivered (by the Sellers’ Representative or otherwise), to the Purchaser the followingBuyer: (ai) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (bcertificate(s) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”)Shares, duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx endorsed in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) Buyer or accompanied by stock powers or any other proper instrument of assignment endorsed in favor of Buyer in proper form for transfer, in form and substance reasonably acceptable to each Buyer; (ii) counterparts, duly executed by the Sellers, to an agreement, in form and substance reasonably acceptable to Buyer, whereby the Parties acknowledge that the Shares endorsement carried out at the Closing does not give rise to any novation of Mxxxxxx Xxxxxxxthis Agreement, pursuant to and for the effects of Articles 1230 and following of the Italian Civil Code, and that this Agreement remains, therefore, in full force upon the Shares endorsement; (iii) a good standing certificate of the Company issued by the competent Italian bankruptcy court, dated no more than five (5) Business Days prior to the Closing Date; (iv) counterparts to the Escrow Agreement duly executed by the Sellers’ Representative; (v) counterparts to the Registration Rights Agreement duly executed by the Sellers; (vi) counterparts to non-compete agreements in form and substance reasonably satisfactory to Buyer, duly executed by the Persons set forth on Exhibit 2.3(a)(vi) (the “Non-Compete Agreements”); (vii) payoff letters in form and substance reasonably acceptable to Buyer with respect to the repayment, as contemplated hereby, of the Debt Payoff Amount, if any, together with the release of Encumbrances related thereto, if any; (viii) invoices, receipts or other written confirmation with respect to all Transaction Expenses payable by or for the account of any of the Group Companies; (ix) resignations in form and substance reasonably satisfactory to Buyer, duly executed by the directors of the Group Companies, in a text substantially in compliance with Exhibit 2.3(a)(ix); (x) timely delivery of notices in form and substance reasonably acceptable to Buyer for the summoning on the Closing Date of the Stockholders’ meetings on the Closing Date for the release of the resigning directors (except for fraud, willful misconduct and gross negligence), the appointment of the directors of the Group Companies and for the amendments to the bylaws of the Group Companies; (xi) evidence satisfactory to Buyer of the approval of, or the termination or expiration of any required waiting periods (including any extension thereof) applicable to, this Agreement and the transactions contemplated hereby in accordance with the HSR Act; (xii) evidence satisfactory to Buyer that all obligations of the Group Companies under the Letter Agreement, dated March 22, 2011, by and between the Company and Xxxxxx, Xxxxxxxx & Company, Incorporated, as amended March 5, 2013, have been extinguished; (xiii) evidence satisfactory to Buyer that all obligations of the Group Companies with respect to the payment of all “premium” amounts in connection with the transactions contemplated hereby pursuant to the Investment and Shareholders’ Agreement, dated July 3, 2009, by and among the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf shareholders of the CompanyCompany named therein, another authorized officer and the addenda thereto dated November 22, 2010 and March 21, 2012, to shareholders or employees of the CompanyGroup Companies have been satisfied or waived; and (xiv) all other documents, instruments and certificates specifically required by this Agreement to be delivered by the Sellers and the Company at or prior to the Closing.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver or causing cause to be delivered the following to the Purchaser the followingBuyer: (ai) A certificatethe Closing Statement, dated as of the date hereof and signed on behalf of together with a certificate executed by the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below)effect that such estimates were determined in good faith in accordance with GAAP currently in effect, consistently applied; (bii) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”)Funds Flow Memo, duly executed by each Seller; (g) The Stockholders Agreement by and among the PurchaserSellers’ Representative, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to the Buyer; (iii) a manager’s certificate dated the Closing Date certifying as to the authenticity and effectiveness of the actions of the Sellers authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (attaching to the certificate a true and correct copy of the resolutions duly adopted by the Sellers to that effect, as well as the Operating Agreement, as in effect as of the Closing); (iv) from each Seller, a certificate, duly completed and executed pursuant to Treasury Regulations Section 1.1445-2(b)(2), certifying that such Seller is not a “foreign person” within the meaning of Mxxxxxx XxxxxxxSection 1445 of the Code; (v) payoff letter(s) with respect to all Seller Transaction Expenses owed to Gxxxxx & Rxxx LLP, in form and substance reasonably acceptable to the Buyer; (vi) Termination and Release Agreement between the Company and RX XxXxxxxxx CPA, PC (“MxXxxxxxx”) with respect to all Seller Transaction Expenses owed to MxXxxxxxx; (vii) a manager’s certificate certifying that (i) any liability of the PurchaserCompany for distributions or other payments due to any Seller have been paid or eliminated; (ii) any liability of any Seller for payments due the Company, other than routine travel expense advances in the ordinary course of business and consistent in amount with past practice, have been paid or eliminated; and (iii) all interest-bearing Indebtedness and the Indebtedness under the Tea Leaves Tech Promissory Note has been paid or eliminated; (viii) from each officer of the Company and each member of the board of managers or the equivalent of the Company, a written resignation and release, in form and substance reasonably satisfactory to Buyer; (ix) evidence reasonably satisfactory to the Buyer as to the exercise and termination of the Warrant with Txxxx Healthcare Corp., successor in interest to Vanguard Health Management, Inc. (“Vanguard”), and waiver of any rights of Vanguard in connection therewith, as a member of the Company or otherwise in connection with this Agreement; (x) the Tea Leaves Tech Agreement; (xi) a confirmation letter, duly executed by Mxxxxxx Xxxxxxx andTea Leaves and TechSafari, on behalf LLC (“TechSafari”) and in form and substance reasonably satisfactory to Buyer, to the effect that the Tea Leaves Tech Promissory Note has been repaid in full, has been terminated and is of no further force or effect; (xii) evidence reasonably satisfactory to the Buyer as to the assignment of the Industrial Lease Agreement with Northmeadow Investors, LLC from TechSafari to the Company, another authorized officer including that Northmeadow Investors, LLC has consented to such assignment; (xiii) a certificate from the Secretary of State of the State of Georgia and each state in which the Company is qualified as a foreign corporation to do business to the effect that the Company is in good standing in such state; (xiv) all notices and consents set forth on Schedules 3.3 or 3.7 of the Disclosure Schedules hereto, in form and substance reasonably acceptable to the Buyer; (xv) the (A) Transition Services, Asset Purchase and Assignment Agreement, (B) Software License and Distribution Agreement and (C) NCOA Services Agreement, each between the Company and TechSafari; (xvi) from each of the Sellers, offer letters, signed by each such party, relating to their employment after the Closing, each in the form previously agreed with such persons; (xvii) from each of the Sellers, a Non-Competition Agreement; (xviii) from MxXxxxxxx, in form and substance reasonably acceptable to the Buyer, an executed consent to incorporate by reference MxXxxxxxx’x audit report for the Company’s audited financial statements for the years ended December 31, 2014 and 2013 in certain of the Buyer’s filings with the Securities and Exchange Commission (“SEC”), together with a power of attorney executed by MxXxxxxxx appointing the Buyer (and/or certain of the Buyer’s employees) as MxXxxxxxx’x attorney-in-fact to date and file such consent with the SEC; and (xix) confirmation letter, duly executed by TechSafari and in form and substance reasonably satisfactory to Buyer, to the effect that all amounts owed by the Company to TechSafari are waived and released in full.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering or causing to be delivered will deliver the following to the Purchaser the followingBuyer: (a) A certificateThe Xxxx of Sale, dated as of duly executed by the date hereof and signed on behalf of Sellers for the Company by its Secretary or other authorized officer, as to personal property included in the Company Resolutions (as defined below)Purchased Assets; (b) Copies of any The executed consents to transfer the Sellers Agreements, the Environmental Permits and all third party consents obtained in connection with the transactions contemplated by this Agreement;Permits, to the extent specifically required hereunder. (c) A fully executed copy of the amendment to, or extension of, the Dealer Each Ancillary Agreement, dated May 1required to be delivered under this Agreement, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporationduly executed by O&R or Con Edison; (d) All stock The certificates representing and the Purchased Shares opinions of counsel contemplated by Sections 8.2(c), (e), (f), (g) and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser(i); (e) A copy One or more bargain and sale deeds of a written resignation notice conveyance in statutory form, with covenant against grantor's acts, transferring Sellers' interest in the Property Interests to the Buyer, duly executed and delivered to acknowledged by O&R and in recordable form substantially in the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President form of the Company but not from any other position with the Company or any of its SubsidiariesExhibit D hereto; (f) A copy One or more easements to the extent necessary to evidence the right of Buyer to use the real property of O&R (the "Buyer's Easements") that comprise part of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”)Excluded Assets, duly executed and acknowledged by O&R and in recordable form, each Sellersubstantially in the form of Exhibit E hereto; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller Assignment of Leases in substantially the form attached hereto as Exhibit A F assigning to Buyer all of the Sellers' right, title and interest as lessor (or lessee as the “Purchaser-Sellers Stockholders Agreement”)case may be) under the leases; (h) Copies of the resolutions adopted by the Board of Directors or Board of Trustees, and/or a committee of the Board of Directors or Board of Trustees to whom the Board has delegated its authority, of each of the Sellers, certified by the Secretary of each Seller, as having been duly executed and validly adopted and as being in full force and effect, authorizing the execution and delivery by each SellerSeller of this Agreement, the Xxxx of Sale and other closing documents described in this Agreement to which such Seller is a party, and the performance by such Seller of its respective obligations hereunder and thereunder; (i) 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 and where necessary or desirable, in recordable form; (j) A certification of non-foreign status in a form which complies with Section 1445 of the Code and the regulations thereunder; provided, however, that if either Seller shall fail to deliver such certification, the Buyer shall withhold at the Closing and pay over to the appropriate taxing authority any amount equal to ten (10) percent of the portion to be allocated to such Seller of the total Amount Realized (as defined under Section 1445 of the Code); (k) Such other agreements, documents, instruments and writings as are required to be delivered by the Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith; and (h1) The Non-Competition and Non-Solicitation Agreement $4.0 million by Mxxxxxx Xxxxxxx in favor wire transfer of the Company immediately available funds or by such other means as are agreed to by O&R and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the CompanyBuyer.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser Buyer the followingfollowing items: (a) A certificatethe stock certificates representing the Shares, dated as endorsed or accompanied by stock powers in favor of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below)Buyer; (b) Copies the certificate of any incorporation, or other comparable charter documents, of the Company, certified as of the most recent practicable date by the New Mexico Secretary of State. (c) a good standing certificate or its equivalent for the Company, certified as of the most recent practicable date by the New Mexico Secretary of State; (d) a certificate of the Secretary of the Company, given by him on behalf of the Company, as applicable, and all third party consents obtained not in connection with his individual capacity, certifying as to the bylaws of the Company, as applicable; (e) original corporate record books and stock record books of the Company; (f) resignations of Cxxxxxx X. Xxxxxxxx and Dxxx Xxx Xxxxxxx as directors and officers of the Company, who are specified in a notice delivered by the Buyer to Sellers at least five days prior to the Closing, effective as of the Closing Date; (g) a non-foreign person affidavit from each Seller duly executed and acknowledged, in form and substance reasonably satisfactory to the Buyer, certifying that the transactions contemplated by this AgreementAgreement are exempt from withholding under section 1445 of the Code; (ch) A fully executed copy a counterpart of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers Gxxxxxxx Employment Agreement (the “Sxxxxxx Stockholders Gxxxxxxx Employment Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the PurchaserBuyer and Gxxxxxxx, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A A, executed by Gxxxxxxx; (i) a counterpart of the Rxxxxxx Employment Agreement (the “Purchaser-Sellers Stockholders Rxxxxxx Employment Agreement”), duly by and among Buyer and Rxxxxxx, in substantially the form attached hereto as Exhibit B, executed by each SellerRxxxxxx; (j) a counterpart of the Commercial Lease between Buyer and Randreau Properties, LLC (the “Lease”), in substantially the form attached hereto as Exhibit C, executed by Randreau Properties, LLC; and (hk) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation such other instruments as Buyer shall reasonably require pursuant to this Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

Deliveries by the Sellers. Simultaneously herewithAt or prior to the Closing, the Sellers are delivering or causing to be delivered shall deliver the following to the Purchaser the followingAPDN Sub: (a) A certificatethe Purchased Stock of BVI Subsidaries, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below)along with a stock power endorsed in blank for all such Purchased Stock; (b) Copies of any and all third party consents obtained in connection with the transactions contemplated License Agreement, duly executed by this Agreementthe Company (Exhibit J); (c) A fully executed copy the Assumption Agreement (Exhibit B) and all such other instruments of assignment or conveyance as shall be reasonably necessary to transfer to the APDN Sub all of the amendment toSellers' rights, or extension oftitle and interest in, to and under all of the Purchased Assets, in accordance with this Agreement (including, without limitation, the Dealer AgreementIntellectual Property Assignment (Exhibit D), dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation the Patent Assignment (Exhibit E) and Sxxxxxx Atlantic Corporationthe Trademark Assignment (Exhibit F)); (d) All stock certificates representing employment agreements (the Purchased Shares and stock powers duly "Employment Agreements") executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment key employees of the Purchased Shares Sellers (as reasonably determined by APDN) on terms and conditions satisfactory to the Purchaserkey employees and APDN (Exhibit I); (e) A copy of a written resignation notice the Non-Competition Agreements, duly executed by the stockholders, officers, directors and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President key employees of each of the Company but not from any other position with and the Company or any of its SubsidiariesBVI Sub (Exhibit H); (f) A copy of the agreement or other instrument terminating that certain Stockholders Pledge Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Sellerthe Company (Exhibit G); (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly an agreement executed by each the Sellers pursuant to which the Seller; and's rights to transfer the APDN shares shall be delineated. (h) The Non-Competition all consents, waivers or approvals obtained by the Sellers with respect to the Purchased Stock and Non-Solicitation Agreement the consummation of the transactions required in connection with the sale of the Purchased Stock contemplated by Mxxxxxx Xxxxxxx in favor this Agreement, to the extent specifically required hereunder; (i) the certificates contemplated by Section 9.2(b); (j) a certified copy of the Certificate of Incorporation and the Bylaws or other formation and governing documents of the Company and the Purchaser BVI Sub, each as in effect as of the Closing, together with a certificate of good standing from appropriate office of the government of Taiwan or BVI, as applicable; (k) certified copies of the “Non-Competition resolutions duly adopted by the board of directors of each of the Company and Non-Solicitation Agreement”the BVI Sub authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (l) an opinion of legal counsel to the Sellers covering the matters usually covered in a transaction of this nature and in form and substance reasonably acceptable satisfactory to each the legal counsel to the Buyers; (m) an opinion of Mxxxxxx Xxxxxxxintellectual property counsel to the Sellers covering the matters usually covered in a transaction of this nature and in form and substance reasonably satisfactory to the legal counsel to the Buyers, including but not limited to, the Company validity, enforceability and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf non-contravention of the CompanyIntellectual Property and Intellectual Property Rights; (n) all such other agreements, another authorized officer documents, instruments and writings as required to be delivered by either of the CompanySellers or the BVI Sub at or prior to the Closing Date pursuant to this Agreement or as reasonably requested by APDN to fulfill the intent of the Parties hereto.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser the followingfollowing items: (a) A certificate, dated as (i) stock certificates representing all of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as Shares with duly executed stock powers attached in proper form for transfer to the Company Resolutions Purchaser and (as defined below)ii) any other documents that are necessary to transfer to the Purchaser good and valid title to the Shares free and clear of any Liens, with any necessary transfer tax stamps affixed or accompanied by evidence that all stock transfer taxes have been paid; (b) Copies a receipt, duly executed by the Trusts, evidencing receipt by the Trusts of any the Purchase Price (other than the Second Cash Purchase Price, the Holdback Amount and all third party consents obtained in connection with the transactions contemplated by this AgreementPurchaser Shares); (c) A fully (i) an employment agreement, in the form attached hereto as Exhibit B-1, by and between the Company and Xxxxxxx (the “Xxxxxxx Employment Agreement”), duly executed copy of by Xxxxxxx; (ii) an employment agreement, in the amendment toform attached hereto as Exhibit B-2, or extension ofby and between the Company and Xxxxxx (the “Xxxxxx Employment Agreement”), duly executed by Xxxxxx; and (iii) an employment agreement, in the form attached hereto as Exhibit B-3, by and between the Company and Spiegel (the “Spiegel Employment Agreement”, and collectively with the Xxxxxxx Employment Agreement and the Xxxxxx Employment Agreement, the Dealer Agreement“Employment Agreements”), dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporationduly executed by Spiegel; (d) All stock certificates representing releases, each in the Purchased Shares and stock powers duly executed by each Seller or other instruments form of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”)Exhibit C, duly executed by each Seller; (e) reasonably current long form good standing certificates (or equivalent document) for the Company issued by the appropriate Governmental Authority in the Company’s jurisdiction of incorporation and in each jurisdiction where the Company is qualified to do business as a foreign corporation; (f) copies of the Certificate of Incorporation (or equivalent document) of the Company, certified by the secretary of state of its jurisdiction of incorporation, and copies of the Bylaws (or equivalent document) of the Company, certified by an officer of the Company; (g) The Stockholders Agreement the original corporate record books and stock record books of the Company, and all books and records (including data stored on discs, tapes or other media) related to the Company’s business, including, to the extent available, all current and historical financial, accounting and Tax records); (h) certificates of the Sellers required pursuant to Sections 9.1(c) and (h); (i) non-foreign person affidavits that comply with the requirements of Section 1445 of the Code, duly executed by each Seller and among reasonably satisfactory to the Purchaser; (j) a certificate of the Sellers, Hxxxx X. Xxxxxx dated as of the Closing Date, setting forth in sufficient detail acceptable to the Purchaser (i) to the Sellers’ good faith best estimate based on the Company’s Knowledge, all Indebtedness of the Company, (ii) all Customer Advances of the Company (other than Customer Advances not yet calculated as of the Closing Date, which Customer Advances shall remain a liability of the Sellers as Customer Advances), (iii) all Selling Expenses, (iv) all Bonus Amounts, and (v) the Sellers’ best estimate of all Retained Accounts Receivable, in each Seller case, as of the Closing Date; (k) a subordinated guaranty and security agreement in substantially the form attached hereto as Exhibit A D (the “Purchaser-Sellers Stockholders Guaranty and Security Agreement”), duly executed by each Sellerof the Sellers; (l) appropriate termination statements under the Uniform Commercial Code and other instruments as may be reasonably requested by the Purchaser to evidence the release of any and all Liens (other than Permitted Encumbrances) on any of the assets or properties of the Company; (m) written resignations of each director and officer of the Company; and (hn) The Non-Competition such other documents and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and instruments as the Purchaser (reasonably requests to consummate the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Companytransactions contemplated hereby.

Deliveries by the Sellers. Simultaneously herewith(a) At the Closing, the applicable Sellers are delivering shall execute and deliver or causing cause to be delivered to the Purchaser the followingapplicable Buyers or their designee: (ai) A certificatea xxxx of sale, dated as of the date hereof assignment and signed on behalf of the Company by its Secretary or other authorized officerassumption, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained substantially in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A P (the “Purchaser-Sellers Stockholders AgreementXxxx of Sale, Assignment and Assumption”), and any other required transfer documents, substantially in the form attached hereto as Exhibit Q, in each case duly executed by each Sellerof the Sellers, transferring to the Buyers, free and clear of all Liens other than Permitted Liens, the Acquired Assets; (ii) the Scottish Re Administrative Services Agreement; (iii) the Transition Services Agreement; (iv) the Charlotte Lease Amendments; (v) The Denver Lease Assignment; (vi) the Novated Industry Risk Retrocession Agreements; (vii) novation of the Scottish Retrocession Agreements pursuant to Section 7.11(a), to the extent obtained prior to the Closing; (viii) Sellers and their Affiliates, to the extent they are retrocessionaires under the ING Retrocession Agreements, agreement to the novations to the ING Retrocession Agreements contemplated by Section 7.11(b)(ii); (ix) the UHRL Novation Documents contemplated by Section 7.8(a); and (hx) The Nonthe certificates and other documents required to be delivered to the Buyers pursuant to Section 8.2. (b) At the Closing, the applicable Sellers shall execute and deliver or cause to be delivered to the applicable ING Companies or their designee: (i) Recapture amendments for the SLD-Competition and NonSRUS Reinsurance Agreements; (ii) Recapture amendments for the SLDI-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor SRLB Reinsurance Agreements; (iii) Termination of the Company Security Trust Agreement dated as of December 31, 2004 between SRUS, SLD, and the Purchaser The Bank of New York; (the “Non-Competition and Non-Solicitation Agreement”iv) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf Termination of the CompanySecurity Trust Agreement dated as of December 31, another authorized officer 2004 between SRLB, SLDI and The Bank of New York; (v) Termination of the CompanyReinsurance Trust Agreement dated as of December 31, 2004 between SRUS, SLD, and The Bank of New York; (vi) Termination of the Reinsurance Trust Agreement dated as of December 31, 2004 between SRLB, SLDI, and The Bank of New York; (vii) Termination of the Administrative Services Agreement dated as of December 31, 2004 between SLD, SLDI and SRUS, as amended; (viii) Termination of the Asset Management Services Agreement dated as of December 31, 2004 between SRUS and SLD; (ix) the UHRL Novation Documents contemplated by Section 7.8(a); (x) the Novated Industry Risk Retrocession Agreements; (xi) the IBNR Trust Agreements; and (xii) the certificates and other documents required to be delivered to the ING Companies pursuant to Section 8.4.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering or causing to be delivered Seller Parties shall deliver the following, all duly executed, to the Purchaser the followingBuyer Parties: (a) A certificatethe certificates for all issued and outstanding membership interests, dated as of validly endorsed for transfer by the date hereof applicable Seller or accompanied by validly executed membership interest transfer powers, and signed on behalf of the Company by its Secretary or other authorized officer, as subject only to the Company Resolutions (as defined below)following restrictive legend, if any: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS, AND WERE ACQUIRED BY THE REGISTERED HOLDER PURSUANT TO A REPRESENTATION THAT SUCH HOLDER WAS ACQUIRING SUCH SECURITIES FOR INVESTMENT. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED THEREUNDER. ANY TRANSFER CONTRARY TO SUCH RESTRICTION IS VOID.; (b) Copies of any the Resignations and all third party consents obtained Releases, as provided in connection with the transactions contemplated by this AgreementSection 8.7; (c) A fully executed copy of the amendment to, or extension of, the Dealer Assignment and Assumption Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporationas provided in Section 8.6; (d) All stock certificates representing such resolutions and authorizations by the Purchased Shares managers and stock powers the members of the Company as are necessary or required by Parent in connection with this transaction and including a certificate dated as of the Closing Date duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment Secretary of the Purchased Shares Company certifying as to incumbency, specimen signatures, and the Purchaserresolutions of the Managers and the Members duly authorizing this Agreement and the transactions contemplated hereby; (e) A copy Officer's certificates, reasonably satisfactory in form and substance to Parent, executed by the appropriate member or manager of a written resignation notice duly executed the Company, and delivered certifying, as of the Closing Date, (i) that the Company's representations herein are true and correct, (ii) that the Company has performed its covenants hereunder in all material respects (unless waived by Parent in writing) and (iii) as to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President absence of the Company but not from any other position with the Company or any of its Subsidiariesmaterial adverse change; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), wiring instructions duly executed by each Sellerthe Sellers directing Parent as to the proper payment of the cash portion of the Purchase Price and mailing instructions duly executed by the Sellers directing Parent as to the proper delivery of the stock portion of the Purchase Price; (g) The Stockholders Agreement a compact disc containing all manual and automated routing and billing information, data and components thereof related to the Company in a machine readable format; (h) all other documents, instruments and writings reasonably requested by and among Parent to be delivered by the Purchaser, Hxxxx X. Xxxxxx and each Seller Parties at or prior to the Closing; (i) a release in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”)B, duly executed by each Sellerthe Sellers releasing Parent and its Affiliates from any and all claims that the Sellers may have against Parent, its Affiliates or the Company (exclusive of any claims arising pursuant to this Agreement); and (hj) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor an affidavit from each of the Company Sellers stating, under penalty of perjury, such Seller's taxpayer identification number and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”that such Seller is not a foreign person pursuant to Section 1445(b)(2) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the CompanyCode.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering or causing to be shall deliver the Buyer (unless delivered to the Purchaser previously) the following: (ai) A certificate, dated as Stock certificates representing the Shares and the Subsidiary Shares duly endorsed (endosados en propiedad) in favor of the date hereof Buyer and signed on behalf its designee, as the case may be, accompanied by a certificate issued by the Secretary of the Company by and a notation made on the Company's or the relevant Subsidiary's shares registry (libro de registro de acciones), setting forth that the Buyer and its Secretary or other authorized officerdesignee have been registered as owners of the Shares and the Subsidiary Shares, as to the Company Resolutions (as defined below)case may be; (bii) Copies Certificates executed by each of the Sellers (y) certifying to the validity, accuracy and completeness on the Closing Date of such Seller's representations and warranties set forth in this Agreement, and (z) stating that such Seller is not in default under any and all third party consents obtained in connection with the transactions contemplated by obligation or provision of this Agreement; (ciii) A fully executed As to each Seller that is a married individual, a copy of his or her marriage certificate under separate assets regime (regimen de separacion de bienes) under the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic CorporationLaws of Mexico; (div) All stock certificates representing Original executed counterpart of the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested Escrow Agreement by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) Escrow Agent, which shall be executed in form and substance reasonably acceptable to each the Buyer, and documents evidencing the transfer of Mxxxxxx Xxxxxxxthe Escrow Amount to the Escrow Agent pursuant to Section 2.4; (v) Original executed counterpart of the put/call agreement regarding the shares of Acero Transportes SAN, S.A. de C.V., or any other agreement reasonably satisfactory to the parties for (y) effectively transferring the business of such company to the Buyer and (z) providing for the subsequent transfer of the shares representing the capital stock of Acero Transportes SAN, S.A. de C.V. from the relevant Sellers to the Buyer within a reasonable period of time; (vi) Copies of the following financial statements: (x) unaudited combined balance sheet of the Company and the PurchaserSubsidiaries as at December 31, duly executed by Mxxxxxx Xxxxxxx and2007, on behalf together with the corresponding unaudited combined income statement of the Company and the Subsidiaries for the fiscal year ended December 31, 2007 (the "2007 Combined Financial Statements"); (y) audited balance sheet of each of the Company and the Subsidiaries as at December 31, 2007, together with the corresponding audited income statement of each of the Company and the Subsidiaries for the fiscal year ended December 31, 2007 (the "2007 Audited Financial Statements"); and (z) within the first fifteen (15) days of each calendar month that follows the execution of this Agreement, a copy of the Company and the Subsidiaries monthly internal financial statements with respect to any monthly period elapsed after December 31, 2007 (reflecting the annual information to such period) and concluded at least fifteen (15) calendar days prior to the Closing Date (the "Monthly Financial Statements"); (vii) Originals of the corporate books (including, the shareholders' meetings minutes book, the board of directors' minutes book (only with respect to the Company), the stock registry book and the capital variations book, as applicable) and other material records of the Company and the Subsidiaries; (viii) Copy of the powers-of-attorney in favor of the Sellers' Representative and its alternate, pursuant to Section 2.5; (ix) Copy of the shareholders' meeting minutes evidencing the Company's Shareholders' Meeting and the Subsidiaries' Shareholders' Meeting held pursuant to Sections 3.4 and 3.5, respectively; (x) Copy of the documents evidencing any spin-off and/or separation of the Company's current assets or subsidiaries, another authorized officer as the case may be, pursuant to Sections 7.1 and 7.2; (xi) Copies of third party Consents required or necessary for the execution, performance, validity or enforceability of this Agreement, if any; (xii) Originals of the Companypublic deeds or other documents evidencing the Owned Real Property and certificates of existence or non-existence of liens (certificado de libertad o existencia de gravamenes), dated any day between the date of execution of this Agreement and the Closing Date, evidencing that each of those properties are free of any Liens (except for Permitted Liens or the Banamex Liens); (xiii) Copies of the commercial folios (folio mercantiles) of the Company and the Subsidiaries, issued by the Public Registry of Commerce not earlier than December 1, 2007, evidencing that the Company and the Subsidiaries are free of any Liens (except for Permitted Liens or the Banamex Liens); (xiv) Copies of the documents evidencing the settlement of inter-company accounts between the Sellers, their Affiliates and Related Parties pursuant to Section 2.7, if any; (xv) Original executed counterpart of the advisory agreement or comparable arrangement entered between the Company or any of the Subsidiaries and Mr. Juan Carlos Valladares Garcia; and (xvi) Such other docxxxxxx xx xxx Xxxxx xxx xxxxxnably request.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser the followingBuyers: (ai) A certificatein the case of Equity represented by certificates, dated as certificates representing the Equity duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment endorsed in blank in proper form for transfer (or customary lost stock certificate affidavit or its equivalent), and in the case of all Equity (whether or not represented by certificates), such other customary transfer documentation in respect of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below)Equity in accordance with applicable Law; (bii) Copies the Bxxx of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”)Sale, duly executed by Carlisle Industrial; (iii) the Assignment and Assumption Agreement, duly executed by Carlisle Industrial; (iv) the IP Assignment Agreement, duly executed by Carlisle Industrial, Carlisle Intangible and Carlisle LLC, as applicable; (v) the Transition Services Agreement, duly executed by Carlisle Companies Incorporated; (vi) the Trademark License Agreement, duly executed by Carlisle Intangible; (vii) the Title Documents, duly executed by Carlisle Industrial; (viii) a duly executed IRS Form W-9 or appropriate IRS Form W-8, in a form reasonably acceptable to the Buyers, from each Seller; (gix) The Stockholders Agreement the Real Property Deed; (x) a certificate of good standing (or similar document) of each Group Company that is incorporated, organized or formed in a jurisdiction that recognizes such concept, issued as of a recent date (within 10 Business Days prior to the Closing Date) by the applicable Governmental Entity in the jurisdiction in which such Group Company is incorporated, organized, or formed; (xi) the written resignations, effective as of the Closing, of the directors, managers, officers and among statutory auditors (or equivalent) of each Group Company, other than in respect of any such Persons that the PurchaserBuyers, Hxxxx X. Xxxxxx prior to the Closing, notify the Sellers in writing that no such resignation shall be required; (xii) the certificates referred to in Section 6.2(e); (xiii) with respect to the CBPU Equity, (A) the UK Registers, (B) the UK Stock Transfer Form, (C) the UK POA, (D) the UK PSC, (E) the UK Share Certificate Indemnity and (F) the UK Resolutions, in each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”)case, duly executed by each SellerCarlisle Global and the directors of CBP UK (as applicable); (xiv) the Italian Deed of Transfer of Quota, duly executed by Carlisle Global; (xv) with respect to the CTM Equity, an instrument of transfer in the form of Form No. SH.4 pursuant to Rule 11(1) of the Companies (Share Capital and Debentures) Rules, 2014, duly executed by Carlisle International and Carlisle LLC; and (hxvi) The Non-Competition and Non-Solicitation Agreement with respect to the CBPH Equity, (A) the register of shareholder (股东名册) issued by Mxxxxxx Xxxxxxx in favor CBPH showing ECS HK as the sole shareholder of CBPH as of the Company and Closing, (B) an investment certificate (出资证明) issued by CBPH to ECS HK showing ECS HK as the Purchaser sole shareholder of CBPH as of the Closing, (the “NonC) a short-Competition and Non-Solicitation Agreement”) form equity transfer agreement for transfer of CBPH Equity to ECS HK (in form reasonably satisfactory to the Buyers and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, Sellers) duly executed by Mxxxxxx Xxxxxxx andCarlisle Asia Pacific, (D) a shareholder resolution of CBPH executed by Carlisle Asia Pacific approving the sale of CBPH Equity, (E) removal documents executed by Carlisle Asia Pacific for removal of CBPH’s existing directors and supervisor, and (F) any other documents or information required for the filings and registrations set forth in item 4 of Schedule 4.3(a) that need to be executed or provided by Carlisle Asia Pacific or CBPH that based on behalf reasonable efforts of Carlisle Asia Pacific and CBPH can be delivered at the Company, another authorized officer of the CompanyClosing.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering or causing to be delivered to the Purchaser shall deliver the following: (a) A certificateStock certificates, dated as with fully executed stock powers, evidencing the Stock and any other documentation necessary to effect the transfer of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as ownership thereof to the Company Resolutions (as defined below)Buyer; (b) Copies All Company records including the accounting books and records, minute books, stock records and By-laws of any the Company and all third party consents obtained in connection the Subsidiaries together with the transactions contemplated stock certificates representing the ownership of the Subsidiaries by this Agreementthe Company; (c) A fully executed copy Articles of Incorporation of the amendment to, or extension of, Company (and any amendments thereto) certified as of a recent date by the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic CorporationSecretary of State of the State of California; (d) All stock certificates representing the Purchased Shares and stock powers duly The Escrow Agreement, executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the PurchaserSellers' Representative; (e) A copy of a written resignation notice duly The Non-Competition Agreement executed and delivered to the Company by Mxxxxxx Nanxx Xxxxxxx-Xxxxx, Xrexxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiariesxxd Geoxxx Xxxxxxx; (f) A copy An opinion of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between Sellers' counsel in the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Sellerform attached as Exhibit D; (g) The Stockholders Agreement by and among A Certificate of Good Standing of the Purchaser, Hxxxx X. Xxxxxx Company and each Seller in substantially Subsidiary certified as of a recent date by the form attached hereto as Exhibit A (Secretary of State of the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; andState of California; (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor Resignations from all of the Company Company's directors and officers; (i) A Certificate of the Purchaser (the “Non-Competition Sellers' Representative reaffirming, and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx andupdating as necessary, on behalf of the CompanySellers, another authorized officer the Sellers' representations and warranties contained in Article III; (j) UCC lien releases with respect to the financing statements listed on Schedule 3.11 filed with respect to the Company or its Subsidiaries to the extent such releases or terminations have not been provided to Buyer prior to the Closing; (k) A release signed by each of the officers and directors of the Company and its Subsidiaries in the form of Exhibit E; (l) A termination agreement terminating on or prior to the closing the Consulting Agreement dated December 1, 1997 with Johx Xxrxxxxxxxx Xxxxxxx xxscribed in Schedule 3.28 and the Company's obligations thereunder; (m) A termination agreement terminating on or prior to the Closing the Workforce Proposal and Agreement dated December, 1996 described in Schedule 3.28 and the Company's obligations thereunder; (n) The consents described on Exhibit F; and (o) Such other instruments or documents as may be necessary or appropriate to carry out the transactions contemplated hereby.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering Seller will deliver, or causing cause to be delivered delivered, the following to the Purchaser the followingBuyer: (a) A certificateThe Bill of Sale, dated as of duly executed by the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below)Seller; (b) Copies Coxxxx of any and all governmental and other third party consents consents, waivers or approvals obtained in connection by the Seller with respect to the transfer of the Purchased Assets, or the consummation of the transactions connected to the sale of the Purchased Assets contemplated by this Agreement; (c) A fully executed copy The opinion of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation counsel and Sxxxxxx Atlantic Corporationofficer's certificate contemplated by Section 7.1; (d) All stock certificates representing the Purchased Shares and stock powers The Deeds, duly executed by each Seller or other instruments of transfer reasonably requested and acknowledged by the Purchaser evidencing the transfer Seller and assignment of the Purchased Shares to the Purchaserin recordable form; (e) A copy of a written resignation notice The Assignment and Assumption Agreement, duly executed and delivered to by the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its SubsidiariesSellers; (f) A copy of stock certificate or certificates representing the agreement or other instrument terminating that certain Stockholders AgreementSRC Stock, dated December 2, 2013, between together with stock powers duly endorsed to the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each SellerBuyer; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”)FIRPTA Affidavit, duly executed by each the Seller; (h) Copies, certified by the Secretary of the Seller and NYSEG, respectively, of resolutions duly adopted by the Board of Directors of the Seller and NYSEG, respectively, authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Seller and NYSEG, respectively, in connection herewith, and the consummation of the transactions contemplated hereby; (i) Certificates of the Secretary of the Seller and, NYSEG, respectively, which shall identify by name and title and bear the signatures of the officers of the Seller and NYSEG, respectively, authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (j) To the extent available, originals of all Sellers' Agreements, Real Property Leases and Transferable Permits and, if not available, true and correct copies thereof; (k) Resignations of all directors and officers of SRC; (l) Certificates of Good Standing with respect to the Seller, NYSEG and SRC issued by the Secretary of the State of New York; (m) Reliance letters from Pilko and Associates with respect to the Environmental Reports; (n) Such other instruments of assignment, transfer and conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary for the Sellers to transfer to the Buyer the Purchased Assets in accordance with this Agreement and in order to consummate the transactions contemplated by this Agreement and, where necessary or desirable, in recordable form; and (ho) The Non-Competition Such other agreements, documents, instruments and Non-Solicitation Agreement writings as are required to be delivered by Mxxxxxx Xxxxxxx in favor of the Company and Sellers at or prior to the Purchaser (the “Non-Competition and Non-Solicitation Closing Date pursuant to this Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed Sellers’ Agent on behalf of the Company Sellers shall deliver or cause to be delivered the following to Buyer: (i) membership certificates representing all of the Interests, each duly endorsed for transfer or accompanied by its Secretary or other authorized officerduly executed unit transfer powers, as to the Company Resolutions (as defined below)free and clear of all Encumbrances; (bii) Copies the Certificate of Closing Amounts; (iii) a certificate of the Secretary for the Company certifying the certificate of formation and operating agreement of the Company and incumbency of certain officers of the Company and setting forth a copy of the resolutions adopted by the Company’s Board of Managers authorizing and approving this Agreement and the consummation of the transactions contemplated hereby; (iv) a certificate of good standing for the Company from the State of Delaware dated within five (5) business days of the date hereof; (v) a waiver and release of any and all third party consents obtained claims against the Company from the Sellers in connection with the transactions contemplated by this Agreementform set forth on Exhibit B attached hereto; (cvi) A fully executed copy evidence that any and all agreements between Related Parties and the Company that are listed in Section 3.18 of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic CorporationDisclosure Letter have been terminated; (dvii) All stock certificates representing the Purchased Shares and stock powers duly an executed by “payoff letter” from each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares Company’s lenders in a form reasonably satisfactory to the PurchaserBuyer; (eviii) A copy of a written resignation notice duly executed UCC termination statements and delivered similar releases and documents as Buyer reasonably determines are necessary to release or terminate any liens (other than Permitted Encumbrances and debts being paid in full pursuant to the Company by Mxxxxxx Xxxxxxx relating aforementioned payoff letters that allow for Buyer to his resignation as Chairmanprepare and file such UCC termination statements) affecting the Company, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably satisfactory to Buyer; (ix) the Xxxxx Employment Agreement, executed by Xxxx Xxxxx; (x) the Xxxxxxx Employment Agreement, executed by Xxx Xxxxxxx; (xi) the Xxxx Employment Agreement, executed by Xxxxxxx Xxxx; (xii) the Xxxxxx Employment Agreement, executed by Xxxxx Xxxxxx; (xiii) the Xxxxxx Employment Agreement, executed by Xxxx Xxxxxx; (xiv) the Given Employment Agreement, executed by Xxx Given; (xv) the Hohnsen Employment Agreement, executed by Xxxxxx Xxxxxxx; (xvi) the Xxxxxxxxxxxx Employment Agreement, executed by Xxx Xxxxxxxxxxxx; (xvii) the written resignations of each officer and manager of the Company as to which such resignation has been requested by Buyer; (xviii) certificates from each Seller dated as of the Closing Date in compliance with Treasury Regulation Section 1.1445-2(b), certifying that each of the Sellers is not a foreign person; and (xix) the consents from third parties set forth in Section 2.2 of the Disclosure Letter in forms reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the CompanyBuyer.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Shareholder Representatives on behalf of all the Sellers are delivering shall deliver originals or causing actual and bona fide true and correct copies or facsimile copies (except as otherwise specified herein) which in the case of any copies or facsimile copies will be followed by delivery of original documents within thirty (30) days from the Closing, or cause to be delivered delivered, to the Purchaser Buyer the following: (a) A certificate, dated as a receipt from the Shareholder Representatives evidencing receipt by the Sellers of the date hereof Purchase Price subject to the receipt of funds, and signed on behalf a receipt evidencing receipt by the Sellers of the Company by its Secretary or other authorized officer, as WNS Shares subject to the Company Resolutions (as defined below)receipt of the WNS Shares; (b) Copies the employment agreements, in the form of any and all third party consents obtained in connection with Exhibit D attached hereto, duly executed by each of the transactions contemplated by this AgreementCore Members (the "Employment Agreements"); (c) A fully the Escrow Agreement, duly executed copy by each of the amendment to, or extension ofBuyer, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation Core Members and Sxxxxxx Atlantic Corporationthe Escrow Agent; (d) All stock certificates representing the Purchased Shares and stock powers First Magnus Agreement Amendment duly executed by each Seller or other instruments of transfer reasonably requested by First Magnus-I and the Purchaser evidencing the transfer and assignment of the Purchased Shares to the PurchaserCompany; (e) A copy original stock certificates representing all of a written resignation notice the Shares with duly executed and delivered stock powers attached in proper form for Transfer to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its SubsidiariesBuyer; (f) A a copy of the agreement current long-form good standing certificate (or other instrument terminating that certain Stockholders Agreementequivalent document) for the Company issued by the Secretary of State of the State of Delaware, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each SellerUSA; (g) The Stockholders Agreement x xxxx xx xxx Xxxxxxxxxxx xx Xxxxxxxxxxxxx xx xxx Xxmpany, certified by the Secretary of State of Delaware, and among a copy of the PurchaserBylaws (or equivalent document) of the Company, Hxxxx X. Xxxxxx certified by a duly authorized officer of the Company; (h) a copy of the corporate record books and stock record books of the Company certified as true and correct as of the Closing Date by the Company's Secretary or Assistant Secretary; (i) any other instruments as may be reasonably requested by the Buyer no later than five (5) days prior to Closing to extinguish all Indebtedness (other than as prohibited by applicable Laws) in excess of $100,000 of the Company and any security interests related thereto to the extent directed by the Buyer; (j) all of the consents, if any, listed on Schedule 4.6 and Schedule 4.7; (k) written resignations of each director and officer of the Company and each officer and each of the Seller Nominee Directors of Trinity India to be with effect on the Closing Date and subject to the Closing and with regard to Trinity India and the Company each such resignation to contain an expres but standard acknowledgement that the director or officer has no claim against Trinity India or the Company for compensation for loss of office, redundancy, unfair dismissal or otherwise arising from such resignation; (l) the common seal and all registers and minute books of Trinity India, completed through the Closing Date, to be delivered at the place of Closing; (m) a copy of the memorandum of association and articles of association of Trinity India certified by the Company Secretary of Trinity India as a true and complete and accurate copy as of the Closing Date; (n) a copy of the letter submitted to the Department of Telecommunications of the Government of India seeking approval for change in substantially control resulting from the form attached hereto Transfer of the Shares (o) evidence to the reasonable satisfaction of the Buyer of the Transfer of the Trinity India Share to the Trinity India Remaining Shareholder as Exhibit A nominee for the Company; (the “Purchaser-Sellers Stockholders Agreement”), p) a certificate duly executed by each Seller; andof the Shareholder Representatives, in a form reasonably satisfactory to the Buyer, stating that (a) to their Knowledge, the Sellers who they represent have performed and complied with all the covenants and agreements required to be performed by the Sellers that they represent, under this Agreement on or prior to Closing, (b) to their Knowledge, there has been no event or occurrence having a Material Adverse Effect on the Company and Trinity India taken as a whole, and (c) each of the representations and warranties set forth in Article 4 hereof to the extent made by them or on behalf of the Sellers they represent, are true and correct at and as of the Closing Date; (hq) The Non-Competition and Non-Solicitation Agreement a certificate duly executed by Mxxxxxx Xxxxxxx in favor an officer of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer in a form reasonably satisfactory to the Buyer, stating that (a) there has been no event or occurrence having a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, Trinity India or their respective businesses, and (b) that each of the representations and warranties set forth in Article 4 hereof are true and correct at and as of the Closing Date; (r) such other documents and instruments as the Buyer shall request as being reasonably necessary to effect the Closing. (s) a certificate addressed to the Buyer in the form and substance set forth on Exhibit E hereto to be provided by each Seller certifying their title to Shares held by each of them in the Company (t) copies, certified as true by the company secretary of or by a director of Trinity India, of written revocations of such powers of attorney granted by each of the Company and Trinity India in favor of its directors, officers, employees or agents, as may be requested by Buyer in writing not less than 7 (seven) days prior to the Closing Date, such revocations to take effect conditional on and as at Closing; and (ii) copies, certified as true by the company secretary of or by a director of each of the Company and Trinity India, of revocations of such bank mandates and other authorizations for signatories of bank accounts of each of the Company and Trinity India, as the case may be, as may be requested by Buyer in writing not less than seven (7) days prior to the Closing Date, such revocations to take effect conditional on and as at Closing. (u) A Deed of Adherence to the Investment Agreement in the form or forms attached hereto as Exhibit F executed First Magnus, the Core Members and the Shareholder Representative. (v) Each Seller shall execute and deliver an appropriate waiver and release to specify that he/it irrevocably and forever waives and releases the Company, its Subsidiaries and Affiliates and the Buyer, and their respective officers and directors, from any and all claims now or hereafter arising (i) in respect of the consideration received or receivable by such Seller pursuant to the transactions contemplated hereby, and (ii) regarding any claim based upon or relating to unfair treatment in connection with the payment of the Transaction Consideration or any portion thereof and such Seller's entitlement thereto or discrimination in the determination of the amount payable or paid or to be paid to such Seller or the nature of the consideration received or receivable by such Seller. (w) The Shareholder Representatives shall have delivered, or cause to be delivered, to the Buyer a complete and correct copy of the unaudited balance sheet of the Company and its Subsidiaries as of October 31, 2005, and the related unaudited statement of income for the three-month period then ended (the "Company Interim Financial Statements") prepared in accordance with US GAAP. (x) evidence to the reasonable satisfaction of the Buyer that the Pre-Closing Dividend has been paid by the Company.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver or causing cause to be delivered the following to the Purchaser the followingBuyer: (ai) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”)Funds Flow Memo, duly executed by each Seller; (g) The Stockholders Agreement by and among the PurchaserSellers’ Representative, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to the Buyer; (ii) Assignments of Membership Interests of each of Mxxxxxx Xxxxxxx, the Company and the PurchaserSeller, duly executed by Mxxxxxx such Seller, transferring title to such Seller’s Interests free and clear of all Liens, substantially in the form set forth on Exhibit H hereto; (iii) the Escrow Agreement, duly executed by the Sellers’ Representative; (iv) Payoff letter with respect to any Indebtedness owed to Boston Private Bank, in form and substance reasonably acceptable to the Buyer; (v) Payoff letter with respect to any Indebtedness owed to JAMESTOWN Premier 245 First, LLC; (vi) Invoice with respect to any Seller Transaction Expenses owed to Xxxxxx, X’Xxxxxxx, XxXxxxxx & Xxxxxx LLP; (vii) Letter with respect to any Seller Transaction Expenses owed to Petsky Xxxxxxx andLLC; (viii) A manager’s certificate certifying that (i) any liability of the Company for distributions or other payments due to any Seller (other than salary, on behalf bonus or expenses) have been paid or eliminated; and (ii) any liability of any Seller for payments due to the Company, other than routine travel expense advances in the ordinary course of business and consistent in amount with past practice, have been paid or eliminated. (ix) from each of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxxx and Xxxxxx Xxxxxxx, offer letters, signed by each such party, relating to their employment by the Buyer after the Closing, each in the form previously agreed with such persons; (x) from each of Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxxx and Xxxxxx Xxxxxxx, a Non-Competition Agreement; (xi) from each Seller, a general release, in form and substance reasonably acceptable to the Buyer; (xii) from each officer of the Company and each member of the board of managers or the equivalent of the Company, another authorized officer a written resignation, in form and substance reasonably satisfactory to Buyer; (xiii) a certificate from the Secretary of State of the CompanyState of Delaware and each state in which the Company is qualified as a foreign corporation to do business to the effect that the Company is in good standing in such state; (xiv) a certificate dated the Closing Date executed by a manager of the Company certifying as to a true and correct copy of the resolutions duly adopted by the Members authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (xv) written consent of the Class B Member (as defined in the Operating Agreement) to the Sellers’ sale of their membership interests to the Buyer; and (xvi) all notices and consents set forth on Schedules 3.3 or 3.7 of the Disclosure Schedules hereto, in form and substance reasonably acceptable to the Buyer.

Deliveries by the Sellers. Simultaneously herewithAt or prior to the Closing, the Sellers are delivering shall deliver (or causing with respect to be delivered Section 4.3(g) shall use their reasonable best efforts to deliver) the following to the Purchaser the followingBuyers: (a) A certificateeach Bxxx of Sale, dated duly executed by the applicable Seller for the property included in the Acquired Assets and all such other instruments of assignment or conveyance as shall, in the reasonable opinion of the date hereof Buyers and signed on behalf their counsel, be necessary to transfer to the Buyers all of the Company by its Secretary or other authorized officerSellers’ rights, as title and interest in, to and under all of the Company Resolutions (as defined below)Acquired Assets, in accordance with this Agreement; (b) Copies all consents, waivers or approvals obtained by the Sellers with respect to the Acquired Assets, the transfer of any the Transferable Certificates and all third party consents obtained in connection with Registrations and the consummation of the transactions contemplated by this AgreementAgreement (including without limitation, the Third Party Consents); (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporationcertificate contemplated by Section 8.2(b); (d) All stock certificates representing of title for certificated motor vehicles or other separately titled Acquired Assets, or other evidences of the Purchased Shares and stock powers right to use the Acquired Assets, duly executed by each the applicable Asset Seller or other instruments of transfer and in form reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares satisfactory to the PurchaserBuyers; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President certified copies of the Company but not from any Certificate of Incorporation, Bylaws or other position with governing instrument of the Company or any Sellers, each as in effect as of its Subsidiariesthe Closing; (f) A copy duly executed counterparts of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each SellerIntellectual Property Documents; (g) The Stockholders Agreement by duly executed estoppel, consent and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A waiver letters (the “Purchaser-Sellers Stockholders AgreementEstoppel Certificates”), duly executed by ) from each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor lessor of the Company Leased Real Property which is designated as an Assumed Contract as of the Closing Date, and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) which is held by Mxxxxx Canada, in form and substance reasonably acceptable satisfactory to the Buyers, stating (i) that the applicable lease is in full force and effect, (ii) that there are no known defaults thereunder by tenant, (iii) the date through which the rent has been paid, (iv) the expiration date of the lease, (v) a waiver of all contractual and statutory liens (vi) the lessor’s consent to the transactions contemplated hereby and (vii) such other statements reasonably requested by the Buyers; (h) FIRPTA affidavits dated as of the Closing and in form and substance required under the Treasury regulations issued pursuant to Code Section 1445 so that the Buyers are exempt from withholding any portion of the Purchase Price (the “FIRPTA Certificates”); (i) releases of any Claim or Liability against the Acquired Assets, B&S, the Buyers and the Buyers’ Affiliates required as a condition precedent to entry of the Sale Order (the “Releases”); (j) a mutual general release in the form and substance specified in the Sale Order; (k) Secretary’s Certificates of each Seller providing evidence of incumbency and copies of the duly adopted board of directors resolutions of each Seller, together with a duly adopted special resolution of the sole shareholder of Mxxxxx Canada authorizing the execution, delivery and performance of this Agreement and each of Mxxxxxx Xxxxxxx, the Company other transactions contemplated hereby; (l) duly executed counterparts of the Transition Supply Agreement and the PurchaserBailment Agreement; (m) the Canadian Tax Elections, including without limitation: (i) a GST Election pursuant to subsection 167(1) of the Excise Tax Act (Canada); and (ii) Section 22 Election pursuant to the Income Tax Act (Canada); each duly executed by Mxxxxxx Xxxxxxx and, on behalf Mxxxxx Canada; (n) an affidavit of Mxxxxx Canada setting forth all secured and unsecured trade creditors of Mxxxxx Canada as of the CompanyClosing Date in the form prescribed by the Bulk Sales Act (Ontario) and showing that there are no secured or unsecured trade creditors of Mxxxxx Canada, another authorized officer or to the extent there are any secured or unsecured trade creditors, such creditors have delivered a waiver in prescribed form with respect to their claims as creditors of Mxxxxx Canada; (o) a Purchase Certificate duly issued by the Ontario Workplace Safety and Insurance Board; (p) a certificate pursuant to Section 6 of the CompanyRetail Sales Act (Ontario) that all taxes collectable or payable by Mxxxxx Canada under such act have been paid; (q) a letter agreement of Mxxxxx Europe, in form an substance reasonably acceptable to the Buyers, indicating that Mxxxxx Europe understands that subsequent to the Closing the Buyers shall have the sole right to use the Business Names, agreeing that immediately following the Closing, Mxxxxx Europe shall, and shall cause each of its Subsidiaries to, maintain corporate names which are not confusingly similar to “Mxxxxx”, any other Business Name or any other name which is confusingly similar to the foregoing; (r) a certificate setting forth the amount of Cash and Cash Equivalents on the day immediately prior to the Closing Date; and (s) all such other agreements, documents, instruments and writings as are reasonably required to be delivered by the Sellers at or prior to the Closing Date pursuant to this Agreement.

Deliveries by the Sellers. Simultaneously herewithOn the Completion Date, the Sellers are delivering or causing to be delivered shall deliver to the Purchaser Buyer the followingfollowing documents: (a) A certificate, dated as copies of the date hereof and signed on behalf share transfer form(s) (ordres de movement) or any relevant documents duly executed evidencing the actual transfer of all of the Company Minority Shares by its Secretary the Minority Shareholders to one or other authorized officerseveral Sellers, as to along with copies of the Company Resolutions (as defined below)related French tax forms n° 2759 duly executed ; (b) Copies copies of any and all third party consents obtained in connection with relevant documents evidencing the transactions contemplated by this Agreementcompletion of the Prior Restructuring; (c) A fully executed copy duly completed, signed and dated share transfer forms (ordres de mouvement) for the sale of the amendment to, or extension of, Shares by each Seller to the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic CorporationBuyer effective as of the Completion Date; (d) All stock certificates representing three (3) original copies of the Purchased Shares and stock powers duly French tax form n°2759 executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing Sellers regarding the transfer and assignment of the Purchased Shares to the PurchaserBuyer as contemplated hereunder; (e) A copy of a written resignation notice duly executed the share transfer register (registre des mouvements de titres) and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President shareholders’ individual accounts (comptes individuels d’actionnaires) of the Company but not evidencing that all of the Shares have been transferred from each Seller to the Buyer free and clear from any other position with Liens as of the Company or any of its SubsidiariesCompletion Date; (f) A copy the share transfer register (registre des mouvements de titres) and shareholders’ individual accounts (comptes individuels d’actionnaires) of NC and SC evidencing that all of their shares are fully owned by the Company at Completion Date, free and clear from any Lien as of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each SellerCompletion Date; (g) The Stockholders Agreement by all available books of corporate bodies minutes or decisions of the Target Group Companies updated through the Completion Date and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially related attendance registers; (h) copies of the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly letters executed by each Selleremployee of the Company irrevocably waiving their right to submit an offer to purchase the Shares in accordance with Xxx Xxxxx; (i) any document evidencing the actual and full reimbursement by the Target Group Companies of the Senior Debt, along with all interest due thereon and the termination of the loan agreement related to the Senior Debt; (j) any document evidencing the actual and full release of all of the pledges over the shares of NC and SC resulting from the full reimbursement of the Senior Debt; (k) a certificate from each of the Sellers containing confirmation that there are no outstanding shareholder’s advances (comptes courants d’associés) and acknowledging that they do not have and will not have any claim against the Target Group Companies or the Buyer in this respect; (l) copies of the resignation letters signed by Xx. Xxxx Xxxx from all his legal representative mandates in the Target Group Companies; (m) copies of the resignation letters signed by Xx. Xxxxx Xxxxx from all his legal representative mandates in the Target Group Companies; (n) copies of the resignation letters signed by Xx. Xxxxx Torjmane from all his legal representative mandates in the Target Group Companies; (o) a copy of any document evidencing the termination of Xx. Xxxxx Xxxxx’s employment agreement with the Target Group Companies; (p) a copy of any document evidencing the termination of Xx. Xxxx Xxxx’s employment agreement with the Target Group Companies; and (hq) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor a copy of any document evidencing the Company and termination of Xx. Xxxxx Torjmane’s employment agreement with the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the CompanyTarget Group Companies.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering shall deliver, or causing cause to be delivered delivered, to the Purchaser the followingfollowing items: (a) A certificate, dated as (i) stock certificates representing all of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as Shares with duly executed stock powers attached in proper form for transfer to the Company Resolutions Purchaser and (as defined below)ii) any other documents that are necessary to transfer to the Purchaser good and valid title to the Shares free and clear of any Liens, with any necessary transfer tax stamps affixed or accompanied by evidence that all stock transfer taxes have been paid; (b) Copies a receipt, duly executed by the Sellers, evidencing receipt by the Sellers of any and all third party consents obtained in connection with the transactions contemplated by this AgreementPurchase Price; (c) A fully an employment agreement, in the form attached hereto as Exhibit B, by and between the Company and X. Xxxx (the “X. Xxxx Employment Agreement”), duly executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporationby X. Xxxx; (d) All stock certificates representing an employment agreement, in the Purchased Shares form attached hereto as Exhibit C, by and stock powers between the Company and X. Xxxx (the “X. Xxxx Employment Agreement”, and together with the X. Xxxx Employment Agreement, the “Employment Agreements”), duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the PurchaserX. Xxxx; (e) A copy releases, each in the form of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”)Exhibit D, duly executed by each Seller; (f) reasonably current good standing certificates (or equivalent document) for the Company issued by the appropriate Governmental Authority in the Company’s jurisdiction of incorporation and in each jurisdiction where the Company is qualified to do business as a foreign corporation; (g) The Stockholders Agreement copies of the Certificate of Incorporation (or equivalent document) of the Company, certified by the secretary of state of its jurisdiction of incorporation, and among copies of the PurchaserBylaws (or equivalent document) of the Company, Hxxxx X. Xxxxxx certified by an officer of the Company; (h) the original corporate record books and each Seller in substantially stock record books of the form attached hereto as Exhibit A Company, and all books and records (including data stored on discs, tapes or other media) related to the “PurchaserCompany’s business, including, to the extent available, all current and historical financial, accounting and Tax records); (i) all of the Consents listed on Schedules 4.4 and 5.4(b); (j) certificates of the Sellers required pursuant to Sections 9.1(c) and (f); (k) non-Sellers Stockholders Agreement”)foreign person affidavits that comply with the requirements of Section 1445 of the Code, duly executed by each SellerSeller and reasonably satisfactory to the Purchaser; (l) a certificate of the Sellers, dated as of the Closing Date, setting forth in sufficient detail acceptable to the Purchaser (i) all Indebtedness of the Company (other than accounts and trade payables not yet invoiced as of the Closing Date, which accounts and trade payables shall be a liability of the Sellers as Indebtedness), (ii) all Selling Expenses, (iii) all Bonus Amounts, and (iv) all Retained Accounts Receivable, in each case as of the Closing Date; (m) [intentionally omitted]; (n) appropriate termination statements under the Uniform Commercial Code and other instruments as may be reasonably requested by the Purchaser to evidence the release of any and all Liens (other than Permitted Encumbrances) on any of the assets or properties of the Company; (o) written resignations of each director and officer of the Company; (p) joinder agreements, guarantees, security pledges, subordination agreements, certificates, and any other documents requested by the Purchaser’s lenders in connection with any required consent of such lenders to the transactions contemplated by this Agreement and the Ancillary Agreements, each to be effective only as of the Closing Date and in form and substance satisfactory to the Purchaser and its lenders; and (hq) The Non-Competition such other documents and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and instruments as the Purchaser (reasonably requests to consummate the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Companytransactions contemplated hereby.

Deliveries by the Sellers. Simultaneously herewithAt the Closing, the Sellers are delivering or causing to be delivered to the Purchaser shall deliver the following: (a) A certificateStock certificates, dated as with fully executed stock powers, evidencing the Stock and any other documentation necessary to effect the transfer of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as ownership thereof to the Company Resolutions (as defined below)Buyer; (b) Copies All Company records including the accounting books and records, minute books, stock records and By-laws of any the Company and all third party consents obtained in connection the Subsidiaries together with the transactions contemplated stock certificates representing the ownership of the Subsidiaries by this Agreementthe Company; (c) A fully executed copy Articles of Incorporation of the amendment to, or extension of, Company (and any amendments thereto) certified as of a recent date by the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic CorporationSecretary of State of the State of Nevada; (d) All stock certificates representing the Purchased Shares and stock powers duly The Escrow Agreement, executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the PurchaserSellers' Representative; (e) A copy of a written resignation notice duly The Non-Competition Agreement executed and delivered to the Company by Mxxxxxx Nanxx Xxxxxxx-Xxxxx, Xrexxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiariesxxd Geoxxx Xxxxxxx; (f) A copy An opinion of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between Sellers' counsel in the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Sellerform attached as Exhibit D; (g) The Stockholders Agreement by and among A Certificate of Good Standing of the Purchaser, Hxxxx X. Xxxxxx Company and each Seller in substantially Subsidiary certified as of a recent date by the form attached hereto as Exhibit A (Secretary of State of the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; andState of Nevada; (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor Resignations from all of the Company Company's directors and officers; (i) A Certificate of the Purchaser (the “Non-Competition Sellers' Representative reaffirming, and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx andupdating as necessary, on behalf of the Sellers, the Sellers' representations and warranties contained in Article III; (j) UCC lien releases with respect to the financing statements listed on Schedule 3.11 filed with respect to the Company or its Subsidiaries, to the extent such releases or terminations have not been provided to Buyer prior to the Closing; (k) A release signed by each of the officers and directors of the Company and its Subsidiaries in the form of Exhibit E; (l) A termination agreement terminating on or prior to the closing the Consulting Agreement dated December 1, 1997 with Johx Xxrxxxxxxxx Xxxxxxx xxscribed in Schedule 3.28 and the Company's obligations thereunder; (m) A termination agreement terminating on or prior to the Closing the Workforce Proposal and Agreement dated December, another authorized officer 1996 described in Schedule 3.28 and the Company's obligations thereunder; (n) A termination agreement terminating on or prior to the Closing the Propane Gas Supply Contract dated June 30, 1992, by and between the Company's Subsidiary, Pro Flame, Inc., an Oklahoma corporation, and WMJB, Inc. and the Company's and its Subsidiary's obligations thereunder; (o) A release of the Company's and its Subsidiaries' obligations under the guaranty of indebtedness of Western Media, Inc. to Bank of America, N.A.; (p) The consents described on Exhibit F; and (q) Such other instruments or documents as may be necessary or appropriate to carry out the transactions contemplated hereby.

Deliveries by the Sellers. Simultaneously herewithPrior to or at the Time of Closing, the Sellers are delivering WM Parent or causing the ADS Parent, as applicable, shall cause to be delivered to the Purchaser Buyer, all duly and properly executed (where applicable) the followingitems listed in this Section 1.7: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officercertificates, as applicable, referred to the Company Resolutions (as defined belowin Section 6.2(c); (b) Copies counterparts of any and all third party consents obtained the Waste Collection Services Agreements, each in connection with substantially the transactions contemplated by this Agreementform of Exhibit B hereto (the “Waste Collection Services Agreements”) to effect the subcontracting of certain customer accounts to the Buyer or the Sellers (or their respective Affiliates) pursuant to Section 8.2; (c) A fully executed copy counterparts of the amendment toSeller TSA, in the form of Exhibit C hereto (the “Seller TSA”), wherein one or extension of, more of the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic CorporationAffiliates of the WM Parent will agree to provide certain services to the Buyer (or one or more of its Affiliates) following the Closing; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment counterparts of the Purchased Shares Buyer TSA, in the form of Exhibit D hereto (the “Buyer TSA”), wherein the Buyer (or one or more of its affiliates) will agree to provide certain services to the PurchaserWM Parent (or one or more of its affiliates) following the Closing; (e) A copy of a written resignation notice duly executed and delivered special warranty deeds (or the local state equivalent, as applicable, subject in each case to the Company requirements of local law), substantially in the form of Exhibit E hereto, from the WM Asset Sellers and the ADS Asset Sellers, as applicable, for each parcel of WM Owned Real Property owned by Mxxxxxx Xxxxxxx relating to his resignation such WM Asset Seller and each parcel of ADS Owned Real Property owned by such ADS Asset Seller, as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiariesapplicable; (f) A copy a xxxx of sale, providing for the conveyance, sale, transfer and assignment to the Buyer of all of the Assets in the form attached as Exhibit F; (g) counterparts of the assignment and assumption agreement or other instrument terminating that certain Stockholders Agreementto effect the conveyance, dated December 2sale, 2013transfer and assignment to the Buyer of all of the Assets, between the assignment by the Sellers of the Assumed Contracts, the assumption by the Buyer of the Assumed Contracts and the assumption by the Buyer of the Assumed Liabilities in the form attached as Exhibit G (the “Sxxxxxx Stockholders Assignment and Assumption Agreement”); (h) the resignations, duly effective as of the Closing, of the directors and officers of each Company; (i) real property transfer tax forms or similar ancillary transfer-related forms required by applicable Law to be executed by any Seller with respect to the transfer of any WM Real Property or ADS Real Property to the Buyer, whether directly by an Asset Seller or indirectly pursuant to the sale of a Company by an Equity Seller; (j) counterparts of the volume disposal agreements by and between the WM Parent (or one or more of its Affiliates) and the Buyer (or one or more of its Affiliates) in the forms attached as Exhibit H (the “Waste Disposal Agreements”); (k) a duly completed and executed Internal Revenue Service Form W-9 from each Seller; (gl) The Stockholders Agreement by documents or certificates of merger, name changes or similar corporate documentation evidencing any changes in entity names of the applicable WM Asset Seller, WM Company, ADS Asset Seller or ADS Company set forth on Schedule B, C, E and among F, respectively, as the Purchasercurrent owner of such WM Owned Real Property or ADS Real Property, Hxxxx X. Xxxxxx and in each Seller case in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Sellerrecordable form; and (hm) The Non-Competition such documents of transfer and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) assignment, in form reasonably satisfactory to the Buyer and substance reasonably acceptable Sellers, as are necessary to each sell, transfer and assign the Equity Interests to the Buyer, including, as applicable, certificates, assignments and stock powers, which shall transfer to the Buyer good and valid title to the Equity Interests, free and clear of Mxxxxxx Xxxxxxx, the Company all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Companyfederal securities Laws).