Common use of Deliveries on the Closing Date Clause in Contracts

Deliveries on the Closing Date. Seller shall have delivered or caused to be delivered to Purchaser the following documents and materials at or prior to the Closing Date, unless otherwise specified herein: (a) An executed original of this Agreement and the Bxxx of Sale, Assumption of Liabilities and Assignment of Contracts in the form(s) attached hereto as Exhibit 9.2(a). (b) Certified copies of resolutions adopted by the Board of Directors of Seller authorizing the execution of this Agreement and the sale of the Purchased Assets to Purchaser in accordance with the terms hereof. (c) An Officer’s Certificate executed by an authorized officer of Seller certifying that all of Seller’s representations and warranties contained in Section 7 are true and correct on the Closing Date. (d) Written consents to the transfer or assignment to Purchaser of the Purchased Assets, including any consent required pursuant to the SDS Notes, in a form and substance reasonably satisfactory to Purchaser. (e) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liens, encumbrances and other rights as provided in this Agreement. (f) One copy each of the compiled object code and human readable source code to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product. (g) The originals of each Assumed Contract; provided, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided to Purchaser. (h) Copies of all correspondence with customers relating to the Product and in Seller’s possession and available account history for each Assumed Contract. (i) Copies of available maintenance logs for the Product prior to the Closing Date. (j) Copies of customer support and contacts databases prior to the Closing Date. (k) Such updates to the schedules or exhibits to this Agreement, as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or exhibit between the execution of this Agreement and the Closing Date. Notwithstanding the foregoing, the closing of this transaction shall be subject to finalization of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfaction

Deliveries on the Closing Date. Seller shall have delivered or caused to be delivered to Purchaser the following documents and materials at or prior to the Closing Date, unless otherwise specified herein: (a) An executed original of this Agreement and the Bxxx Bill of Sale, Assumption of Liabilities Lxxxxlities and Assignment of Contracts in the form(s) form attached hereto as Exhibit 9.2(a).D. (b) Certified copies of resolutions adopted by the Board of Directors and Shareholder of Seller authorizing the execution of this Agreement and the sale of the Purchased Assets to Purchaser in accordance with the terms hereof. (c) Certificate of status or good standing of Seller issued by the Secretaries of States of the States of Kansas, Missouri and Wisconsin, dated within two weeks of the Closing Date. (d) An opinion of Seller's Counsel substantially in the form of Exhibit G. (e) Executed UCC-2 Termination Statements for each of the Liens identified as UCC-1 file numbers 2177983, 2177984, 2177985, 2587559. (f) Written payment instructions with respect to the payment of the cash portion of the Purchase Price to be paid on the Closing Date. (g) An Officer’s 's Certificate executed by an authorized officer of Seller certifying that all of Seller’s 's representations and warranties contained in Section 7 8 are true and correct on the Closing Date. (dh) Written consents to All necessary governmental approvals, permits and licenses required for the transfer or assignment to Purchaser performance by Seller for the closing of the Purchased Assets, including any consent required pursuant to the SDS Notes, in a form and substance reasonably satisfactory to Purchasertransactions contemplated by this Agreement. (ei) Copies of the balance sheets of Shareholder as of September 30, 1997 and September 30, 1998 and statements of income and cash flows of Shareholder for the 12-month period then ended, all of which have been reviewed by Shareholder's independent certified public accountants. (j) Copies of all invoices not otherwise attached to Schedule 1.1 reflecting Personal Property that Purchaser has acquired hereunder. (k) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liens, encumbrances and other rights as provided in this Agreement. (f) One copy each of the compiled object code and human readable source code to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product. (g) The originals of each Assumed Contract; provided, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided to Purchaser. (h) Copies of all correspondence with customers relating to the Product and in Seller’s possession and available account history for each Assumed Contract. (i) Copies of available maintenance logs for the Product prior to the Closing Date. (j) Copies of customer support and contacts databases prior to the Closing Date. (k) Such updates to the schedules or exhibits to this Agreement, as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or exhibit between the execution of this Agreement and the Closing Date. Notwithstanding the foregoing, the closing of this transaction shall be subject to finalization of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfaction

Deliveries on the Closing Date. Seller At the Closing, the Selling Stockholders shall have delivered deliver or caused cause the Company to be delivered deliver, as applicable, to Purchaser the following documents and materials at or prior to the Closing Date, unless otherwise specified hereinPurchaser: (a) An executed original copies of resolutions, certified by the Secretary of the Company and an authorized person of each Selling Stockholder, respectively, as to the authorization of this Agreement and all of the Bxxx of Sale, Assumption of Liabilities and Assignment of Contracts in the form(s) attached hereto as Exhibit 9.2(a).transactions contemplated hereby; (b) Certified copies of resolutions adopted by the Board of Directors of Seller authorizing the execution of this Agreement and the sale releases from Affiliates of the Purchased Assets Company, pursuant to Purchaser in accordance with the terms hereof.Section 6.11; (c) An Officer’s Certificate executed stock certificates from each of the Selling Stockholders representing the Shares, duly endorsed in blank or accompanied by an authorized officer stock transfer powers and with all requisite stock transfer tax stamps attached and otherwise sufficient to transfer the Shares to Purchaser free and clean of Seller certifying that all of Seller’s representations and warranties contained in Section 7 are true and correct on the Closing Date.Liens; (d) Written consents certificates of good standing dated not more than 5 Business Days prior to the transfer or assignment Closing Date (i) with respect to Purchaser the Company issued by the Secretary of State of the Purchased Assets, including any consent required pursuant State of Maine and (ii) for each state in which the Company is qualified to the SDS Notes, in do business as a form and substance reasonably satisfactory to Purchaser.foreign corporation; (e) Such all instruments and documents necessary to release any and all Liens other documents as Purchaser reasonably deems necessary or than Permitted Exceptions, including appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liens, encumbrances and other rights as provided in this Agreement.UCC financing statement amendments (termination statements); (f) One copy each the certificate indicating the Company Transaction Expenses as of the compiled object code and human readable source code close of business on the day immediately preceding the Closing Date, pursuant to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product.Section 6.13; (g) The originals the certificate indicating the amount of each Assumed Contract; providedIndebtedness to be repaid as of the Closing, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided pursuant to Purchaser.Section 6.15; (h) Copies affidavits of all correspondence non-foreign status from each of the Selling Stockholders that complies with customers relating to Section 1445 of the Product and in Seller’s possession and available account history for each Assumed Contract.Code (a “FIRPTA Affidavit”); (i) Copies of available maintenance logs for the Product prior to the Closing Date.an IRS Form 8023, duly executed by each Selling Stockholder; and (j) Copies of customer support such other documents (e.g., estoppel certificates, lien searches and contacts databases prior title commitments to the Closing Datereal property) as Purchaser shall reasonably request. (k) Such updates to the schedules or exhibits to this Agreement, as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or exhibit between the execution of this Agreement and the Closing Date. Notwithstanding the foregoing, the closing of this transaction shall be subject to finalization of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfaction

Deliveries on the Closing Date. (a) At the Closing, Seller shall have delivered or caused deliver to each Purchaser (it being understood that to the extent any item is applicable to both Purchasers, only one item need be delivered to Purchaser the following documents and materials at or prior to the Closing Dateby Seller), unless otherwise specified hereinas applicable: (ai) An executed original Counterparts of this Agreement and the Bxxx of Saleeach Ancillary Agreement, Assumption of Liabilities and Assignment of Contracts in the form(s) attached hereto as Exhibit 9.2(a).duly executed by Seller; (bii) Certified copies Copies of resolutions adopted resolutions, certified by the Board an authorized officer of Directors of Seller Seller, authorizing the execution execution, delivery and performance of this Agreement and the sale each of the Purchased Assets to Purchaser in accordance with Ancillary Agreements and all of the terms hereof.transactions contemplated hereby and thereby; (ciii) An Officer’s Certificate A certificate of good standing from Delaware dated within five Business Days of the Closing Date; (iv) INTENTIONALLY OMITTED; (v) Duly executed by membership interest transfer powers evidencing that the membership interests of TTX(US) have been duly transferred to PENAC; (vi) Share certificates representing the Shares and a duly executed stock transfer form evidencing that the Shares in TTX UK have been duly transferred to KPENV; (vii) A certificate of an authorized officer of Seller certifying that all the employees and secondees of Seller’s representations and warranties contained in Section 7 are true and correct the TTX Entities listed on Schedule 1.03(a)(vii) have been terminated as of the Closing Date.; (dviii) Written consents A copy of the Assignment of Loan Receivable, substantially in the form of Exhibit B hereto, duly executed by Seller; (ix) A certificate of an authorized officer of Seller certifying that, to the transfer best of such officer’s Knowledge, the employees identified on Schedule 1.03(a)(ix) (collectively, the “Key Employees”) have agreed to continue his or assignment her employment with TTX Entities; (x) A certificate of an authorized officer of Seller certifying that Murtaza Karawalli has transferred his employment from Seller to Purchaser TTX UK under the same terms as his employment with Seller; (xi) A copy of the Purchased Assets, including any consent required pursuant to the SDS NotesTransition Services Agreement, in a substantially the form and substance reasonably satisfactory to Purchaser. (e) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased AssetsExhibit C, free and clear of all liens, encumbrances and other rights as provided in this Agreement. (f) One copy each of the compiled object code and human readable source code to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product. (g) The originals of each Assumed Contract; provided, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained duly executed by Seller and copies of such Assumed Contracts shall be provided to Purchaser.the TTX Entities; (hxii) Copies INTENTIONALLY OMITTED; (xiii) A copy of all correspondence with customers relating the Assignment and Assumption Agreement, in substantially the form of Exhibit C1, duly executed by Seller and the TTX Entities, such assignment intending to assign and transfer (a) to the Product and in TTX Entities Seller’s possession rights and available account history for each Assumed Contract. obligations under that certain Software Development Agreement between Seller and Friend Media Technology Systems (i“FMTS”) Copies and ownership of available maintenance logs for the Product prior to software module as of the Closing Date. , and (jb) Copies to the TTX Entities Seller’s rights and obligations under that certain letter agreement regarding the International Olympic Committee between Seller and FMTS as of customer support and contacts databases prior to the Closing Date.; (kxiv) Such updates A copy of the license agreement in favor of TTX UK, which grants a license to the schedules or exhibits to this “Core Tools” software library owned by Net Solutions Europe Limited; (xv) The Termination Agreement, in substantially the form of Exhibit C2, duly executed by Seller, KPENV and PENAC, such termination agreement terminating the Operating Agreement of TTX (US) and the Shareholders Agremeent of TTX UK, each as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or exhibit between the execution of this Agreement and the Closing Date. Notwithstanding the foregoing, the closing of this transaction shall be subject to finalization of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfaction;

Deliveries on the Closing Date. Seller At the Closing, the Company shall deliver to Purchaser, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered or caused to be delivered to Purchaser the following until all actions are completed and all documents and materials at certificates delivered: (a) copies of resolutions, certified by the Secretary of the Company as to the authorization of this Agreement and all of the transactions contemplated hereby; (b) copies of resolutions, certified by the Secretary of the Company, as to the termination of the Company Option Plan, in accordance with Section 6.12 hereof; (c) copies of the releases from Affiliates of the Company, pursuant to Section 6.13(b); (d) evidence that each Company Option (i) has been exercised and that the Shares issued upon such exercise will be sold pursuant hereto, (ii) is held by a Non-Exercising Optionholder, or (iii) will expire on or prior to the Closing Date, unless otherwise specified herein: (a) An executed original of this Agreement and without any further obligation on the Bxxx of Sale, Assumption of Liabilities and Assignment of Contracts in the form(s) attached hereto as Exhibit 9.2(a). (b) Certified copies of resolutions adopted by the Board of Directors of Seller authorizing the execution of this Agreement and the sale part of the Purchased Assets to Company or the Purchaser in respect of such Company Options in accordance with the terms hereof. (c) An Officer’s Certificate executed by an authorized officer of Seller certifying that all of Seller’s representations and warranties contained in Section 7 are true and correct on the Closing Date. (d) Written consents to the transfer or assignment to Purchaser of the Purchased Assets, including any consent required pursuant to the SDS Notes, in a form and substance reasonably satisfactory to Purchaser.6.12(a)(iii); DAL:0506861/00010:1931463v15 (e) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part stock certificates from each of the Purchased AssetsSellers who is selling Shares (including all Initial Sellers and all Joining Sellers (including, in each case, to the extent that such Sellers constitute Exercising Optionholders)) representing such Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached and otherwise sufficient to transfer the Shares to Purchaser free and clear clean of all liens, encumbrances and other rights as provided in this Agreement.Liens; (f) One copy documents of transfer from each of the compiled object code and human readable source code to the Product, Sellers who is selling Company Securities not constituting Shares (including the development tools (excluding any third-party products that Seller who is prohibited from transferring to Purchaserselling unexercised Company Warrants) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes requisite stock transfer tax stamps attached and commentary thereto in Seller’s possession, as well as a hard copy otherwise sufficient to transfer such Company Securities to Purchaser free and electronic copy clean of all of Seller’s technical and marketing documentation associated with the Product.Liens; (g) The originals counterpart signature pages to this Agreement executed by a number of each Assumed Contract; providedJoining Sellers which, thattogether with the Initial Sellers, hold, as of the Closing Date, no less than (A) ninety-seven percent (97%) of the then-outstanding Shares (which ninety-seven percent (97%) shall include one-hundred percent (100%) of any original Assumed Contract then-outstanding Shares which includes are issued following the sale date of this Agreement (including upon the exercise of any Company Options)) and (B) one-hundred percent (100%) of any Company Securities (other Seller products or services than Shares) which would not, by their terms, terminate automatically as of the Closing, pursuant to which such Joining Sellers shall be retained by Seller and copies of such Assumed Contracts shall be provided become parties to Purchaser.this Agreement as if Initial Sellers hereunder; (h) Copies certificates of all correspondence with customers relating good standing dated not more than five (5) Business Days prior to the Product Closing Date with respect to the Company issued by the Secretary of State of the State of Delaware and in Seller’s possession and available account history for each Assumed Contract.state in which the Company is qualified to do business as a foreign corporation; (i) Copies all instruments and documents necessary to release each of available maintenance logs for the Product prior to the Closing Date.Liens set forth in Schedule 2.6(i) other than Permitted Exceptions, including appropriate UCC financing statement amendments (termination statements); (j) Copies the certificate indicating the Company Transaction Expenses as of customer support and contacts databases prior to the close of business on the day immediately preceding the Closing Date., pursuant to Section 6.15; (k) Such updates the certificate indicating the amount of Indebtedness to be repaid as of the Closing, pursuant to Section 6.17; (l) the resignation of the existing directors of the Company with a written acknowledgment from each such resigning director that he has no claim whatever against the Company whether in respect of compensation for loss of office, damages, loans or otherwise, provided that, subject to the schedules Company’s compliance with Section 6.20(a) hereof, such acknowledgement shall not have any effect on such director’s right to indemnification or exhibits insurance pursuant to this Agreement, Agreement or otherwise; (m) the certificates described in Sections 7.1(f); (n) an affidavit that complies with U.S. Treasury Regulations Section 1.897-2(h) to the effect that the Company Securities are not “United States real property interests” as are agreed to by Seller and Purchaser, to reflect any change defined in Section 897(c) of any matter reflected on the Code (a schedule or exhibit between the execution of this Agreement and the Closing Date. Notwithstanding the foregoing, the closing of this transaction shall be subject to finalization of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfaction“FIRPTA Affidavit”);

Deliveries on the Closing Date. (a) At the Closing, each Seller shall have delivered or caused deliver to be delivered to Purchaser the following documents and materials at or prior to the Closing DatePurchaser, unless otherwise specified hereinas applicable: (ai) An executed original in the case of an Institutional Equity Seller, copies of resolutions, certified by authorized person of such Institutional Equity Seller as to the authorization by such Equity Seller of this Agreement and all of the Bxxx of Sale, Assumption of Liabilities and Assignment of Contracts transactions contemplated hereby; (ii) in the form(scase of a Selling Stockholder, original stock certificates (or affidavits of loss in lieu thereof along with an instrument of transfer to Purchaser, so long as such affidavits are reasonably acceptable to Purchaser and are accepted by the Board of Directors prior to Closing, and the Board of Directors directs the Company to issue a replacement stock certificate to Purchaser in accordance therewith) attached hereto as Exhibit 9.2(arepresenting such Selling Stockholder’s Shares, duly endorsed in blank or accompanied by stock transfer powers and otherwise sufficient to transfer such Selling Stockholder’s Shares to Purchaser free and clear of all Liens (other than restrictions under securities Laws); and (iii) in the case of a holder of shares of Preferred Stock, a certification of such holder to Purchaser that such holder has not set a time or event upon which outstanding Preferred Stock will automatically convert to Common Stock, nor has it elected that its Preferred Stock shall be convertible to Non-Voting Common Stock. (b) Certified At the Closing, the Company shall deliver to Purchaser: (i) copies of resolutions adopted resolutions, certified by the Board of Directors of Seller authorizing the execution of this Agreement and the sale Secretary of the Purchased Assets Company, as to Purchaser the termination of the Company Option Plan, in accordance with Section 6.10, and a document terminating the terms hereofCompany Option Plan except to the extent of existing options not being purchased pursuant hereto; (ii) copies of the termination agreements and releases referenced in Section 6.11; (iii) a certificate of good standing dated not more than five Business Days prior to the Closing Date with respect to the Company issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of New York; (iv) a certification by the Company, in form and substance satisfactory to Purchaser, that the Shares are not United States real property interests for purposes of Sections 897 and 1445 of the Code; (v) the executed version of the Amendment to the CrossFinder License Agreement; (vi) if the Person named on Schedule 2.8(b)(vi) (the “Specified Person”) is a Seller, an opinion of counsel, reasonably acceptable to Purchaser, which opinion provides that the sale and transfer of securities contemplated hereby by the Specified Person are exempt from registration under the Securities Act of 1933, as amended, provided that counsel is entitled to rely on the representations and warranties of this Agreement; (vii) a duly executed New York Landlord Consent; and (viii) an updated stock ledger of the Company reflecting the transfer to Purchaser of the Selling Stockholders’ Shares and a new stock certificate reflecting the ownership by Purchaser of all the Selling Stockholders’ Shares. (c) An Officer’s Certificate executed by an authorized officer of Seller certifying that all of Seller’s representations and warranties contained in Section 7 are true and correct on At the Closing Date. (d) Written consents Closing, Purchaser shall deliver to the transfer or assignment to Seller Representative copies of resolutions, certified by the Secretary of Purchaser of the Purchased Assets, including any consent required pursuant as to the SDS Notes, in a form and substance reasonably satisfactory to Purchaser. (e) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liens, encumbrances and other rights as provided in this Agreement. (f) One copy each of the compiled object code and human readable source code to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product. (g) The originals of each Assumed Contract; provided, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided to Purchaser. (h) Copies of all correspondence with customers relating to the Product and in Seller’s possession and available account history for each Assumed Contract. (i) Copies of available maintenance logs for the Product prior to the Closing Date. (j) Copies of customer support and contacts databases prior to the Closing Date. (k) Such updates to the schedules or exhibits to this Agreement, as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or exhibit between the execution authorization of this Agreement and all of the Closing Date. Notwithstanding the foregoing, the closing of this transaction shall be subject to finalization of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfactiontransactions contemplated hereby.

Deliveries on the Closing Date. Seller At or prior to the Closing, the Sellers shall have delivered deliver or caused cause the Company to deliver, as applicable, to Buyer: (a) Resolutions of related shareholders meetings of the Company, bearing the signature or official seal of each Seller, as to the authorization of this Agreement and all of the transactions contemplated hereby; (b) Resolutions of related board meetings of the Company, bearing the official seal of the Company, as to the authorization of this Agreement and all of the transactions contemplated hereby; (c) Approvals and filings required by Governmental Bodies with respect to the sale of the Equity Interests to Buyer; (d) The foreign investment certificate of the Company showing the name of the Buyer entered in respect of the Equity Interests purchased pursuant to this Agreement; (e) The copy of amended business license of the Company in connection with its conversion into a foreign-invested enterprise wholly owned by Buyer; (f) The certificate required by Section 7.1(e); (g) The Key Management Employment Contracts (substantially in the form set forth in Exhibit H) executed by the Company and each of the Key Management (set forth in Exhibit I) and the Employee Patent and Proprietary Information Utilization and Non-Solicitation Agreement (the form of which shall be delivered to Purchaser agreed by the following documents and materials at or parties prior to the Closing Date, unless otherwise specified herein: (a) An executed original of this Agreement and the Bxxx of Sale, Assumption of Liabilities and Assignment of Contracts in the form(s) attached hereto as Exhibit 9.2(a). (b) Certified copies of resolutions adopted by the Board of Directors of Seller authorizing the execution of this Agreement and the sale of the Purchased Assets to Purchaser in accordance with the terms hereof. (c) An Officer’s Certificate executed by an authorized officer of Seller certifying that all of Seller’s representations and warranties contained in Section 7 are true and correct on the Closing Date. (d) Written consents to the transfer or assignment to Purchaser of the Purchased Assets, including any consent required pursuant to the SDS Notes, in a form and substance reasonably satisfactory to Purchaser. (e) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liens, encumbrances and other rights as provided in this Agreement. (f) One copy each of the compiled object code and human readable source code to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions Employees of the Product for each supported operating system, together with all programmers’ notes Company and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product. (g) The originals of each Assumed Contract; provided, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided to Purchaser.its Subsidiaries; (h) Copies The executed Escrow Agreement among the Buyer, the Escrow Agent and each of all correspondence with customers relating to the Product and Sellers substantially in Seller’s possession and available account history for each Assumed Contract.the form of Exhibit D hereto; (i) Copies The executed Sym-Bio Guaranty by Sym-Bio SZ and the Company substantially in the form of available maintenance logs for the Product prior to the Closing Date.Exhibit A hereto; (j) Copies of customer support the releases from Affiliates of the Company substantially in the form of Exhibit J hereto stating that the Sellers and contacts databases prior their Affiliates have irrevocably and unconditionally released the Company and the Subsidiaries from any and all Liabilities to the Closing Date.Sellers and their Affiliates pursuant to Section 6.12; (k) Such updates Confirmation from the Company that all Company Transaction Expenses have been paid and discharged as of the close of business on the day immediately preceding the Closing pursuant to Section 6.14; (l) The pay-off letters or final invoices in respect of Company Indebtedness and the certificate setting forth an estimate of the balance of the Company’s and the Subsidiaries’ Indebtedness, pursuant to Section 6.16; (m) The copies of all the Third Party Consents set forth in Section 6.3 in a form satisfactory to Buyer; (n) Written resignations and release of claims to fees or expenses of each of the directors and officers of the Company and the Subsidiaries identified by Buyer, each substantially in the form of Exhibit K hereto; (o) An opinion of Grandall Legal Group (Shanghai), counsel to the schedules or exhibits Sellers, in substantially the form of Exhibit L hereto and permitting reliance thereon by Buyer. (p) Closing Certificate executed by the Sellers substantially in the form set forth in Exhibit M. At the Closing, the Buyer shall deliver to this Agreementthe Sellers: (a) Resolutions of related board meetings of the Buyer, as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or exhibit between the execution authorization of this Agreement and all of the transactions contemplated hereby. (b) The executed PerkinElmer Guaranty by PerkinElmer Inc. substantially in the form of Exhibit B hereto. (c) Closing Date. Notwithstanding Certificate executed by the foregoing, Buyer substantially in the closing of this transaction shall be subject to finalization of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfactionform set forth in Exhibit M.

Deliveries on the Closing Date. On the Closing Date: (a) The Purchaser will pay the purchase price for the Shares, which shall equal $5.30 per share (for an aggregate of $76,358,917.90) (the “Purchase Price”), to the Parent by wire transfer to the following account of legal counsel to Parent: Bank: XX Xxxxxx Xxxxx Bank, Houston Account Name: Xxxxxxx Xxxxx LLP Attorney Trust Account Account#: ABA#: The Purchase Price shall be held by legal counsel to Parent until such time as the New Certificates (defined below) are delivered to Purchaser. Upon receiving confirmation from Purchaser that the New Certificates have been delivered, legal counsel to Parent shall be authorized to release the Purchase Price to Parent. (b) The Seller will deliver to counsel to the Issuer the certificate representing the Shares, together with assignment and/or a stock power with instructions to deliver to Purchaser one or more certificates representing the Shares (the “New Certificates”), in such denominations and registered in such name or names as the Purchaser shall have delivered or caused specified to be delivered to Purchaser the following documents and materials at or Seller prior to the Closing Date, unless otherwise specified herein: (a) An executed original of . Notwithstanding anything in this Agreement and to the Bxxx of Salecontrary, Assumption of Liabilities and Assignment of Contracts in the form(sevent the Purchaser has not received the New Certificates on or prior to the date which is seven (7) attached hereto as Exhibit 9.2(a). (b) Certified copies of resolutions adopted by business days after the Board of Directors of Seller authorizing Closing Date, the execution of this Agreement and Purchaser shall have the right to rescind the sale of the Purchased Assets Shares contemplated by this Agreement by written notice to the Seller, in which case the parties hereto agree that immediately upon the request of Purchaser, the Seller shall (i) be obligated to cause its legal counsel to return the Purchase Price in full to the Purchaser in accordance with within one (1) business day of receipt of such written notice that contains the terms hereof. wiring instructions of Purchaser, and (cii) An Officer’s Certificate executed by an authorized officer of Seller certifying that all of Seller’s representations and warranties contained in Section 7 are true and correct have the right, without further action on the Closing Date. (d) Written consents to the transfer or assignment to Purchaser of the Purchased Assets, including any consent required pursuant to the SDS Notes, in a form and substance reasonably satisfactory to Purchaser. (e) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liens, encumbrances and other rights as provided in this Agreement. (f) One copy each of the compiled object code and human readable source code to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product. (g) The originals of each Assumed Contract; provided, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided to Purchaser. (h) Copies of all correspondence with customers relating to the Product and in Seller’s possession and available account history for each Assumed Contract. (i) Copies of available maintenance logs for the Product prior to the Closing Date. (j) Copies of customer support and contacts databases prior to the Closing Date. (k) Such updates to the schedules or exhibits to this Agreement, as are agreed to by Seller and Purchaser, to reflect any change instruct the Issuer to reissue the certificate or certificates representing the Shares in the name of any matter reflected on a schedule the Seller or exhibit between such other party as the execution of this Agreement Seller shall determine in its sole discretion, and the Closing Date. Notwithstanding the foregoing, the closing of this transaction shall be subject Purchaser agrees to finalization of Schedules 1.1, 1.2 and 1.4 take all commercially reasonable actions requested by Seller to Purchaser’s reasonable satisfactioneffectuate such reissuance.

Deliveries on the Closing Date. Seller At the Closing, the Selling Stockholders shall have delivered deliver or caused cause the Company to be delivered deliver, as applicable, to Purchaser Purchaser: · copies of resolutions, certified by the following documents Secretary of the Company and materials at or prior an authorized person of each Selling Stockholder, respectively, as to the Closing Date, unless otherwise specified herein: (a) An executed original authorization of this Agreement and all of the Bxxx of Sale, Assumption of Liabilities and Assignment of Contracts in the form(s) attached hereto as Exhibit 9.2(a). (b) Certified transactions contemplated hereby; · copies of resolutions adopted by the Board of Directors of Seller authorizing the execution of this Agreement and the sale releases from Affiliates of the Purchased Assets Company, pursuant to Section 6.12; · stock certificates from each of the Selling Stockholders representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached and otherwise sufficient to transfer the Shares to Purchaser in accordance with the terms hereof. (c) An Officer’s Certificate executed by an authorized officer free and clear of Seller certifying that all of Seller’s representations and warranties contained in Section 7 are true and correct on the Closing Date. (d) Written consents Liens; · all documents required to the transfer or assignment to Purchaser of the Purchased Assets, including any consent required pursuant to the SDS Notes, in a form and substance reasonably satisfactory from Controlling Owner to Purchaser. (e) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liensLiens, encumbrances all title and ownership of all shares or other rights as provided in this Agreement. equity interest (f) One copy each of the compiled object code and human readable source code to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes requisite transfer tax stamps attached and commentary thereto otherwise sufficient to transfer such shares and equity interest) held by the Controlling Owner in Seller’s possession, as well as a hard copy and electronic copy Precision de Mexico; · certificates of all of Seller’s technical and marketing documentation associated with the Product. good standing dated not more than ten (g10) The originals of each Assumed Contract; provided, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided to Purchaser. (h) Copies of all correspondence with customers relating to the Product and in Seller’s possession and available account history for each Assumed Contract. (i) Copies of available maintenance logs for the Product Business Days prior to the Closing Date. (j) Copies of customer support and contacts databases prior Date with respect to the Closing Date. (k) Such updates Company issued by the Secretary of State of the State of Nebraska and for each state in which the Company is qualified to do business as a foreign corporation and with respect to each Subsidiary issued by the appropriate governmental official as to the schedules or exhibits good standing of such Subsidiary; provided that with respect to this AgreementPrecision de · Mexico, the Selling Stockholders shall deliver instead a joint certification from said Subsidiary’s chief executive officer and chief financial officer stating that as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or exhibit between the execution of this Agreement and at the Closing Date. Notwithstanding Date no action has been taken to dissolve and liquidate said Subsidiary and that said Subsidiary is in substantial compliance with its obligations under the foregoingLaws of Mexico; · all instruments and documents necessary to release any and all Liens other than Permitted Exceptions, including appropriate UCC financing statement amendments (termination statements); · the closing certificate indicating the amount of this transaction shall Indebtedness to be subject repaid as of the Closing, pursuant to finalization Section 6.16; and · affidavits of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfactionnon-foreign status from each of the Selling Stockholders that complies with Section 1445 of the Code (a “FIRPTA Affidavit”).

Deliveries on the Closing Date. Seller shall have delivered or ------------------------------ caused to be delivered to Purchaser the following documents and materials at or prior to the Closing Date, unless otherwise specified herein: (a) An executed original of this Agreement and the Bxxx Xxxx of Sale, Assumption of Liabilities and Assignment of Contracts in the form(s) form attached hereto as Exhibit 9.2(a).D. ---------- (b) Certified copies of resolutions adopted by the Board of Directors and Shareholder of Seller authorizing the execution of this Agreement and the sale of the Purchased Assets to Purchaser in accordance with the terms hereof. (c) Certificate of status or good standing of Seller issued by the Secretaries of States of the States of Kansas, Missouri and Wisconsin, dated within two weeks of the Closing Date. (d) An opinion of Seller's Counsel substantially in the form of Exhibit G. (e) Executed UCC-2 Termination Statements for each of the Liens identified as UCC-1 file numbers 2177983, 2177984, 2177985, 2587559. (f) Written payment instructions with respect to the payment of the cash portion of the Purchase Price to be paid on the Closing Date. (g) An Officer’s 's Certificate executed by an authorized officer of Seller certifying that all of Seller’s 's representations and warranties contained in Section 7 8 are true and correct on the Closing Date. (dh) Written consents to All necessary governmental approvals, permits and licenses required for the transfer or assignment to Purchaser performance by Seller for the closing of the Purchased Assets, including any consent required pursuant to the SDS Notes, in a form and substance reasonably satisfactory to Purchasertransactions contemplated by this Agreement. (ei) Copies of the balance sheets of Shareholder as of September 30, 1997 and September 30, 1998 and statements of income and cash flows of Shareholder for the 12-month period then ended, all of which have been reviewed by Shareholder's independent certified public accountants. (j) Copies of all invoices not otherwise attached to Schedule 1.1 reflecting personal property that Purchaser has acquired hereunder. (k) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liens, encumbrances and other rights as provided in this Agreement. (f) One copy each of the compiled object code and human readable source code to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product. (g) The originals of each Assumed Contract; provided, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided to Purchaser. (h) Copies of all correspondence with customers relating to the Product and in Seller’s possession and available account history for each Assumed Contract. (i) Copies of available maintenance logs for the Product prior to the Closing Date. (j) Copies of customer support and contacts databases prior to the Closing Date. (k) Such updates to the schedules or exhibits to this Agreement, as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or exhibit between the execution of this Agreement and the Closing Date. Notwithstanding the foregoing, the closing of this transaction shall be subject to finalization of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfaction

Deliveries on the Closing Date. Seller At the Closing, the Selling Stockholders shall have delivered deliver or caused cause the Company to be delivered deliver, as applicable, to Purchaser the following documents and materials at or prior to the Closing Date, unless otherwise specified hereinPurchaser: (a) An executed original copies of resolutions, certified by the Secretary of the Company and an authorized person of each Selling Stockholder, respectively, as to the authorization of this Agreement and all of the Bxxx of Sale, Assumption of Liabilities and Assignment of Contracts in the form(s) attached hereto as Exhibit 9.2(a).transactions contemplated hereby; (b) Certified copies of resolutions adopted by the Board of Directors of Seller authorizing the execution of this Agreement and the sale releases from Affiliates of the Purchased Assets Company, pursuant to Purchaser in accordance with the terms hereof.Section 6.11; (c) An Officer’s Certificate executed stock certificates from each of the Selling Stockholders representing the Shares, duly endorsed in blank or accompanied by an authorized officer of Seller certifying that stock transfer powers and with all of Seller’s representations requisite stock transfer tax stamps attached and warranties contained in Section 7 are true and correct on otherwise sufficient to transfer the Closing Date. (d) Written consents to the transfer or assignment Shares to Purchaser of the Purchased Assets, including any consent required pursuant to the SDS Notes, in a form and substance reasonably satisfactory to Purchaser. (e) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liensLiens; (d) certificates of good standing dated not more than five Business Days prior to the Closing Date with respect to the Company issued by the Secretary of State of the Commonwealth of Massachusetts and for each state in which the Company is qualified to do business as a foreign corporation; (e) all instruments and documents necessary to release any and all Liens other than Permitted Exceptions, encumbrances and other rights as provided in this Agreement.including appropriate UCC financing statement amendments (termination statements); (f) One copy each the certificate indicating the Company Transaction Expenses as of the compiled object code and human readable source code close of business on the day immediately preceding the Closing Date, pursuant to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product.Section 6.13; (g) The originals the certificate indicating the amount of each Assumed Contract; providedIndebtedness to be repaid as of the Closing, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided pursuant to Purchaser.Section 6.15; (h) Copies affidavits of all correspondence non-foreign status from each of the Selling Stockholders that complies with customers relating to Section 1445 of the Product and in Seller’s possession and available account history for each Assumed Contract.Code (a “FIRPTA Affidavit”); (i) Copies of available maintenance logs for subordination and non-disturbance agreement executed by Rockland Trust Company with regard to property at 000 Xxxxxxx Xxxxxx, Avon, Massachusetts leased by the Product prior Company, in form reasonably satisfactory to the Closing Date.Purchaser; (j) Copies of customer support and contacts databases prior documentation in form reasonably satisfactory to the Closing Date.Purchaser evidencing that the executors of the estate of Xxxxxxx Xxxxxx possess full legal authority to transfer all of the estate's shares in the Company to Purchaser; and (k) Such updates such other documents (e.g., estoppel certificates, lien searches and title commitments to the schedules or exhibits to this Agreement, real property) as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or exhibit between the execution of this Agreement and the Closing Date. Notwithstanding the foregoing, the closing of this transaction Purchaser shall be subject to finalization of Schedules 1.1, 1.2 and 1.4 to Purchaser’s reasonable satisfactionreasonably request.