Common use of Procedure at the Closing Clause in Contracts

Procedure at the Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (i) (A) a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable to the Parties, duly executed by Seller, and (B) notarized Bills of Sale for each Vessel and in form suitable for recording with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably require.

Procedure at the Closing. (a) At the Closing, Seller the parties will take the following actions and the completion of each action shall deliver, or cause be a further condition to be delivered, to Buyerthe Closing: (ia) (A) a Xxxx of Sale, Assignment and Assumption Agreementthe Seller shall deliver to the Purchaser, in customary form and reasonably agreeable satisfactory to the PartiesPurchaser, duly executed by Sellersuch deeds, bills of sale, endorsements, assignments, receipts and (B) notarized Bills of Sale for each Vessel and other instruments, as shall be sufficient to vest in form suitable for recording with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as Purchaser good title to the matters set forth in Sections 7.1(a) Purchased Assets, free and (b)clear of all liens, claims and encumbrances, except as otherwise permitted by this Agreement; (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the ClosingPurchaser shall deliver to the Seller the Purchase Price in accordance with the provisions of Section 1.3(a) above; (c) the Purchaser shall deliver to the Seller, Buyer in form and content reasonably satisfactory to the Seller, instruments of assumption relating to the Assumed Liabilities; (d) the Purchaser shall deliverenter into a lease with Equitable Realty for certain property located at 972 and 977 Xxxxxxx Xxxx, or cause Xxxx Xxxx, Xxx Xxxx xxxtaining conditions to be deliveredas mutually agreed; (e) the Purchaser shall enter into an employment agreement with Stevx Xxxxxxx, xxntaining terms and conditions to Seller:be as mutually agreed; (f) the Purchaser shall enter into a consulting agreement with Ralpx Xxxxxxx, xxntaining terms and conditions to be as mutually agreed; (g) the Seller and the Seller Shareholder shall enter into a nondisclosure, noncompetition and nonsolicitation agreement, containing terms and conditions to be as mutually agreed; (h) SanTi Group, Inc. shall deliver to the Seller and the Seller Shareholder a guaranty of the Purchaser's obligations under this Agreement and under the other agreements of the Purchaser contemplated by this Agreement, containing terms and conditions to be as mutually agreed; (i) the Purchase PriceSeller, the Seller Shareholder and SanTi Group, Inc. shall enter into an agency agreement covering any nontransferable and/or nonassignable Customer Accounts or Permits, containing terms and conditions to be as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Datemutually agreed; (iij) the Bills of SaleSeller, duly executed by Buyerthe Seller Shareholder, the Purchaser and such other parties as may be appropriate or necessary shall enter into the Indemnification Agreement, containing terms and conditions to be as mutually agreed; (iiik) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by Seller shall execute subscription documents and an officer of Buyer, certifying as investor questionnaire relating to the matters set forth in Sections 7.2(a) and (b); (v) issuance of the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by BuyerSanTi Stock; and (viiil) each party shall deliver to the other party such other documents, certificates and other instruments and documents as Seller may reasonably requirebe contemplated by this Agreement or necessary to accomplish the transaction contemplated by this Agreement.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliverbe deemed to have occurred simultaneously): (a) legal counsel for Sheridan and the Company shall deliver a legal opinion to the Buyer in substantially the form of Exhibit C attached to this Agreement; (b) legal counsel for the Buyer shall deliver a legal opinion to Sheridan in substantially the form of Exhibit D attached to this Agreement; (c) Sheridan and the Company shall execute and deliver resolutions adopted by the board of directors of Sheridan and the Company approving the transactions contemplated by this Agreement, or cause certified by the corporate secretary of Sheridan and the Company; (d) the Buyer shall execute and deliver resolutions adopted by the board of directors of the Buyer approving the transactions contemplated by this Agreement, certified by the corporate secretary of the Buyer; (e) the Company shall deliver to be deliveredthe Buyer a Certificate of Sheridan and the Company's President dated as of the Closing to the effect that the statements contained in Sections 5.1(a) and (b) are true and correct; (f) the Buyer shall deliver to the Company a Certificate of the Buyer's President dated as of the Closing Date to the effect that the statements contained in Section 5.2(a) are true and correct; (g) the Buyer shall deliver the Closing Funds to Sheridan; (h) Sheridan and Normxx X. Xxxxxx, to Buyer:X.D. shall exchange mutually acceptable General Releases; (i) (A) a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable to the Parties, duly executed by Seller, and (B) notarized Bills of Sale for each Vessel and in form suitable for recording with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”)NOT USED IN THIS AGREEMENT; (iij) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as Sheridan shall deliver stock certificates to the matters set forth in Sections 7.1(a) Buyer and (b); (iv) all shall execute and deliver stock powers of attorney and any other documentation necessary to effectuate a transfer of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable Company Stock to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iiik) the Assignment Buyer shall deliver to the Company a Certificate of Contracts, duly executed Good Standing issued by Buyer;the Secretary of State of Florida; and, (ivl) a certificate, duly executed by an officer of Buyer, certifying as the Company shall deliver to the matters set forth in Sections 7.2(a) and (b);Buyer a Certificate of Good Standing issued by the Secretary of State of Florida. (vm) an assignment by Sheridan to Buyer of its indemnification rights pursuant to Section 10 of the Stock Purchase Agreement dated December 4, 1996 by and between Sheridan and the Company. (n) termination of the Management Agreement dated __________, 1996 between Sheridan and ARDS, P.A. (o) the Protocols transfer of Delivery and Acceptance, each duly executed by Buyer; (vi) Sheridan's Post Office Box where it receives payment of accounts receivable for the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably requireCompany.

Procedure at the Closing. (a) At the Closing, Seller the parties agree that the following shall deliver, or cause occur: (a) Paragren and the Shareholders shall deliver to be delivered, to BuyerAPAC: (i) (A) a Xxxx copies of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable the Articles of Incorporation of Paragren certified by the Delaware Secretary of State no more than 15 days prior to the PartiesClosing Date and copies of the By-Laws of Paragren as in effect immediately prior to the Closing Date, duly executed (B) copies of resolutions adopted by Sellerthe Board of Directors and shareholders of Paragren with respect to the Merger, and (BC) notarized Bills a certificate of Sale for good standing of Paragren issued by the state of its incorporation and each Vessel other state in which it is qualified to do business as of a date not more than five (5) days prior to the Closing Date, and in form suitable for recording with all of such documents shall be certified as of the Panamanian Registry (Closing Date by the items set forth in subsections (A) Secretary of Paragren as being true, correct and (B) are collectively referred to as the “Bills of Sale”)complete; (ii) consents to the Assignment Merger and the other transactions contemplated hereby and/or necessary waivers of Contractsrights to terminate or modify any material rights or obligations of Paragren, duly executed from any person from whom such consent or waiver is required, including without limitation, under any Material Contract listed or required to be listed in Schedule 3.26, or who as a result of the transactions contemplated hereby, would have such rights to terminate or modify such contracts or instruments, either by Sellerthe terms thereof or as a matter of law, or as necessary under any applicable law or regulation; (iii) a certificate an Employment Agreement with Magid Abraham in the form of Exhibit A hereto; (xx) Xxxxxxxxnt Agreements with Linda Boland, Gregory Bouvee and Daniel Lackner in the form of Exxxxxxx X, X axx X xxreto; (x) xx xscrow agreement in the form of Exhibit D hereto (the "Escrow Agreement"), signed by the Shareholders; (vi) an opinion, dated as of the Closing Date, from each Sellercounsel for Paragren and the Shareholders, duly executed by an officer or manager in form and substance reasonably acceptable to APAC; and (vii) evidence of such Sellerthe termination of the Stock Purchase Agreement, certifying as the Stock Restriction Agreement and the Registration Rights Agreement between Paragren and The Dun & Bradstreet Corporation. (b) APAC shall deliver: (i) to the matters set forth in Sections 7.1(aShareholders (a) certificates for the APAC Shares issued by APAC pursuant to this Agreement, other than the Held Back Shares and the shares to be issued upon exercise of the Paragren Options and (b)) copies of certificates representing the Held Back Shares; (ii) to the escrow agent under the Escrow Agreement, certificates representing the Held Back Shares; (iii) to the Shareholders, copies of all APAC Reports filed by APAC since December 31, 1996; (iv) all an opinion, dated as of the RecordsClosing Date, Permitsfrom counsel for APAC, Vessel Documentation addressed to Paragren and Intellectual Property (provided that Seller may retain copies of such documentation);the Shareholders and in form and substance reasonably acceptable to Paragren; and (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xiA) copies of any purchase orders made resolutions adopted by Seller the Board of Directors of APAC with respect to the Merger and (B) certificates of good standing for equipment ordered but APAC and Merger Sub issued by their respective states of incorporation as of a date not received on or more than five (5) days prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver all of such requirements; and (xiii) such other instruments documents shall be certified as of the Closing Date by the Secretary or an Assistant Secretary of APAC as being true, correct and documents as Buyer may reasonably requirecomplete. (bc) At APAC shall issue the APAC Common Shares issuable pursuant to Section 1.3 and shall deliver such shares in the following manner: (i) APAC shall set aside and hold in accordance with Section 6.3 an amount equal to ten percent (10%) of the shares of APAC Common Shares issued pursuant to Section 1.3 (the "Held Back Shares"), and (ii) at the Closing, Buyer APAC shall deliver, or cause deliver stock certificates representing the balance of the APAC Common Shares issuable in accordance with Section 1.3 to be delivered, to Seller: (i) the Purchase Price, as adjusted shareholders of Paragren. The APAC Common Shares issuable pursuant to Section 2.41.3, in immediately available funds by wire transfer including the Held Back Shares and the shares issuable upon exercise of Paragren Options, are referred to herein as the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably require"APAC Shares."

Procedure at the Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (i) title to the Purchased Assets, free and clear of all Encumbrances other than with respect to the Real Property, Permitted Encumbrances; (ii) (A) a Xxxx of Sale, Assignment and Assumption Agreement, substantially in customary the form and reasonably agreeable to the Partiesattached as Exhibit A hereto, duly executed by Seller, and (B) notarized Bills of Sale in the forms attached as Exhibit B hereto for each Vessel and the Vessels in form suitable for recording with the Panamanian Registry U.S. Coast Guard National Vessel Documentation Center (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Sellercertificate, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (iv) all of the Records, Permitsincluding Seller’s technical information, Vessel Documentation as-built drawings, operations manuals, vessel logs, and Intellectual Property documentation of repairs and inspections pertaining to the Purchased Assets and which relate primarily to or are necessary to the operation, consistent with Seller’s past practice, of the Purchased Assets (provided that Seller may retain copies copies, at its sole expense of such documentationRecords); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 5.2, 5.8, 7.1(c) and 7.1(c)7.2(c) below; (vi) a Cash Sale executed by Subsidiary, conveying to Buyer good and merchantable title in fee simple to the Land constituting Tract 1 and the Improvements located on Tract 1, free and clear of all Encumbrances other than Permitted Encumbrances (the “Tract 1 Deed”). The Tract 1 Deed shall include (A) a warranty of title (limited as set forth in Exhibit C), with subrogation and substitution as to all rights against prior owners, and (B) an assignment of, and subrogation to, all rights, warranties and claims of any nature, if any, that Subsidiary may or might have as against architects, contractors and engineers who have designed any aspect of the Improvements on Tract 1, and against all contractors and suppliers of equipment, machinery, and indoor materials incorporated into the Improvements on Tract 1, and shall otherwise be substantially in the form of Exhibit C hereto; (vii) a Cash Sale executed by Seller, conveying to Buyer good and merchantable title in fee simple to the Land constituting Tract 2 and the Improvements located on Tract 2 free and clear of all Encumbrances other than Permitted Encumbrances (the “Tract 2 Deed”). The Tract 2 Deed shall include (A) a warranty of title (limited as set forth in Exhibit C, with subrogation and substitution as to all rights against prior owners, and (B) an assignment of, and subrogation to, all rights, warranties and claims of any nature, if any, that Seller may or might have, as against architects, contractors and engineers who have designed any aspect of the Improvements on Tract 2, and against all contractors and suppliers of equipment, machinery, and indoor materials incorporated into the Improvements on Tract 2, and shall otherwise be substantially in the form of Exhibit C hereto; (viii) a Protocol of Delivery and Acceptance for each Vessel Vessel, in a the form acceptable to the Panamanian Registry attached as Exhibit D hereto (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (viiix) a Preferred Provider standard Seller’s/Owner’s Affidavit and Indemnity Agreement (the “Preferred Provider Agreement” duly executed Affidavit”) for Tract 1 and Tract 2, and all other agreements and certificates required by Sellerthe Title Company; (x) the originals (and to the extent not available, copies) of all Property Agreements; (xi) Certification contemplated by Section 1445 of the Internal Revenue Code (the “Certification”) whereby an authorized officer of Seller and an authorized officer of Subsidiary certify to Buyer that Seller or Subsidiary, as applicable, is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and the regulations promulgated thereunder); (xii) a short-term lease agreement in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement E (the “Assignment of Lease AgreementShort-Term Lease”) duly executed by Seller), a long-term lease agreement in the form attached as Exhibit 2.3(a)(viii) heretoF (the “Long-Term Lease”), and a transition services agreement in the form attached as Exhibit G (the “Transition Services Agreement”); (ixxiii) a certified copy certificates of title for all vehicles included in the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirementsPurchased Assets; and (xiiixiv) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) subject to adjustment in accordance with Sections 2.4(a) and 5.10(d), the Purchase Price, as adjusted pursuant to Section 2.4, Price (the “Closing Date Payment”) in cash or other immediately available funds by wire transfer to the an account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, Sale duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (viv) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (viv) the Assignment of Short-Term Lease, the Long-Term Lease and the Transition Services Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement each duly executed by Buyer; and (viiivi) such other instruments and documents as Seller may reasonably require. (c) At the Closing, the status of title to the Real Property must be such to permit First American Title Company (the “Title Company”) to issue, at Buyer’s sole cost and expense, an Owner Policy of Title Insurance in the amount of $3,000,000.00, insuring that Buyer is the owner of the Real Property free and clear of all Encumbrances, other than Permitted Encumbrances, with all of the standard exceptions waived, and together with all available endorsements thereto requested by Buyer (such Owner Policy of Title Insurance and endorsements are referred to collectively as the “Owner Policy”).

Procedure at the Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (i) title to the Purchased Assets, free and clear of all Encumbrances; (ii) (A) a Xxxx of Sale, Assignment and Assumption Agreement, substantially in customary the form and reasonably agreeable to the Partiesattached as Exhibit B hereto, duly executed by Seller, and (B) notarized Bills of Sale Sale, in the forms attached as Exhibits C and D hereto for each Vessel and the xxxx-up Drilling Rigs in form suitable for recording with the Panamanian Registry such rigs’ present flag(s) (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (iiiii) joint written instructions, in the Assignment of Contractsform required by the Escrow Agreement, directing the Escrow Agent to disburse the Deposit to the account designated by Seller (the “Joint Instructions”), duly executed by Seller; (iiiiv) a certificate from each Sellercertificate, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (ivv) all of Seller’s books and records relating to the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c)Purchased Assets; (vi) Approval Notices and Agreements and Transfer Orders from MarAd, in form and substance reasonably satisfactory to Buyer, relating to any of the Drilling Rigs subject to MarAd approval; (vii) [intentionally omitted]; (viii) a Protocol of Delivery and Acceptance Acceptance, in the form attached as Exhibit E hereto, for each Vessel in a form acceptable to the Panamanian Registry xxxx up Drilling Rig (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiiiix) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) subject to adjustment in accordance with Sections 2.4 and 5.6, Thirty Six Million Four Hundred Fifty Thousand Dollars ($36,450,000.00) (the Purchase Price, as adjusted pursuant to Section 2.4, “Closing Date Payment”) in cash or other immediately available funds by wire transfer to the an account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of ContractsJoint Instructions, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) [intentionally omitted]; (vi) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viiivii) such other instruments and documents as Seller may reasonably require.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliver, or cause be deemed to be delivered, to Buyer:have occurred simultaneously): (ia) (A) a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable Pre-Cell shall deliver the certificates representing the Stock Consideration to the Parties, duly executed by Seller, and (B) notarized Bills of Sale for each Vessel and Stockholders in form suitable for recording accordance with the Panamanian Registry (the items set forth in subsections (Exhibit A) and (B) are collectively referred to as the “Bills of Sale”); (iib) the Assignment The Stockholders shall deliver to Pre-Cell certificates representing their respective shares of ContractsPre-Paid common stock, duly endorsed or accompanied by duly executed by Sellerstock powers and with all requisite transfer tax stamps; (iiic) a certificate from each Seller, Merger Subsidiary and Pre-Paid shall duly executed by an officer or manager execute the Articles of such Seller, certifying as to Merger and file the matters set forth in Sections 7.1(a) and (b);Articles of Merger with the State of Florida Secretary of State. (ivd) all Pre-Paid shall deliver to Pre-Cell certified copies of resolutions of the Records, Permits, Vessel Documentation Stockholders and Intellectual Property (provided that Seller may retain copies directors of such documentation); (v) evidence Pre-Paid authorizing the execution and delivery of this Agreement by Pre-Paid and the performance of Pre-Paid's obligations hereunder and its consummation of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions transaction contemplated hereby; (xe) licenses (or proof Merger Subsidiary shall deliver to the Stockholders certified copies of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof resolutions of license or registration) with the Special Register for Vessels directors of Merger Subsidiary authorizing the execution and Ship Owning Companies engaged in Cabotagedelivery of this Agreement by Merger Subsidiary and the performance of Merger Subsidiary's obligations hereunder and its consummation of the transaction contemplated hereby; (xif) Pre-Cell shall deliver to the Stockholders certified copies of any purchase orders made resolutions of the directors of Pre-Cell authorizing the execution and delivery of this Agreement by Seller for equipment ordered but not received on or prior to Pre-Cell and the Closing Dateperformance of Pre-Cell's obligations hereunder and its consummation of the transaction contemplated hereby; (xiig) waivers from Nigeria buildPre-Paid shall deliver the corporate books and records, ownership correspondence and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirementsemployment records to Merger Subsidiary; and (xiiih) such other instruments Each of the Stockholders shall execute and documents deliver to Pre-Cell a Lock-Up Agreement (the "Lock-Up Agreement(s")) substantially in the form annexed to this Agreement as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably require.Exhibit D.

Procedure at the Closing. (a) At the Closing, Seller the Sellers shall deliver, or cause to be delivered, to the Buyer: (i) (A) a Xxxx of Sale, Assignment and Assumption Agreement, substantially in customary the form and reasonably agreeable to the Partiesattached as Exhibit A hereto, duly executed by the applicable Seller, and (B) notarized Bills of Sale Sale, in the forms attached as Exhibit B hereto for each Vessel and the Vessels in form suitable for recording with the Panamanian Registry U.S. Coast Guard National Vessel Documentation Center (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (iviii) all of the Records, Permits, Records and Vessel Documentation and Intellectual Property (provided that Seller the Sellers may retain copies of such documentationRecords and Vessel Documentation); (viv) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 5.2, 5.8, and 7.1(c)) below; (viv) a Protocol of Delivery and Acceptance for each Vessel Vessel, in a the form acceptable to the Panamanian Registry attached as Exhibit C hereto (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vi) certificates of title for all vehicles included in the Purchased Assets; (vii) a Preferred Provider Time Charter Agreement (the “Preferred Provider Time Charter Agreement” ”) duly executed by SellerXxxxx & Xxxxxx Nigeria, Ltd., in the form attached as Exhibit 2.3(a)(vii) D hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiiiviii) such other instruments and documents as the Buyer may reasonably require. (b) At the Closing, the Buyer shall deliver, or cause to be delivered, to Sellerthe Sellers: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in cash or other immediately available funds by wire transfer to the account accounts designated by Seller the Sellers in writing at least two Business Days prior to the Closing Date; (ii) the Bills Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of the Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (viv) the Protocols of Delivery and Acceptance, each duly executed by the Buyer; (viv) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Time Charter Agreement duly executed by the Buyer; and (viiivi) such other instruments and documents as Seller the Sellers may reasonably require.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliverbe deemed to have occurred simultaneously): (a) legal counsel for Sheridan and the Company shall deliver a legal opinion to the Buyer in substantially the form of Exhibit C attached to this Agreement; (b) legal counsel for the Buyer shall deliver a legal opinion to Sheridan in substantially the form of Exhibit D attached to this Agreement; (c) Sheridan and the Company shall execute and deliver resolutions adopted by the board of directors of Sheridan and the Company approving the transactions contemplated by this Agreement, or cause certified by the corporate secretary of Sheridan and the Company; (d) the Buyer shall execute and deliver resolutions adopted by the board of directors of the Buyer approving the transactions contemplated by this Agreement, certified by the corporate secretary of the Buyer; (e) the Company shall deliver to be deliveredthe Buyer a Certificate of Sheridan and the Company's President dated as of the Closing to the effect that the statements contained in Sections 5.1(a) and (b) are true and correct; (f) the Buyer shall deliver to the Company a Certificate of the Buyer's President dated as of the Closing Date to the effect that the statements contained in Section 5.2(a) are true and correct; (g) the Buyer shall deliver the Closing Funds to Sheridan; (h) Sheridan, to Buyer:Michxxx Xxxxx, X.D. and Jeffxxx Xxxxxx, X.D. shall exchange mutually acceptable General Releases; (i) NOT USED IN THIS AGREEMENT (Aj) a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable Sheridan shall deliver stock certificates to the Parties, duly executed by Seller, Buyer and (B) notarized Bills shall execute and deliver stock powers of Sale for each Vessel attorney and in form suitable for recording with any other documentation necessary to effectuate a transfer of the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as Company Stock to the matters set forth in Sections 7.1(a) and (b); (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iiik) the Assignment Buyer shall deliver to the Company a Certificate of Contracts, duly executed Good Standing issued by Buyerthe Secretary of State of Florida; (ivl) a certificate, duly executed by an officer of Buyer, certifying as the Company shall deliver to the matters set forth in Sections 7.2(a) and (b);Buyer a Certificate of Good Standing issued by the Secretary of State of Florida. (vm) an assignment by Sheridan to Buyer of its indemnification rights pursuant to Section 10 of the Stock Purchase Agreement dated February 8, 1996 by and between Sheridan and the Company. (n) the Protocols transfer of Delivery and Acceptance, each duly executed by Buyer; (vi) Sheridan's Post Office Box where it receives payment of accounts receivable for the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably requireCompany.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliver, or cause be deemed to be delivered, to Buyer:have occurred simultaneously): (ia) (A) a Xxxx of Sale, Assignment GTS shall deliver the Cash Consideration and Assumption Agreement, in customary form and reasonably agreeable certificates representing the Stock Consideration to the Parties, duly executed by Seller, and (B) notarized Bills of Sale for each Vessel and Stockholders in form suitable for recording accordance with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”)Schedule 3.2; (iib) the Assignment The Stockholders shall deliver to GTS certificates representing their respective shares of ContractsNetworks common stock, duly endorsed or accompanied by duly executed by Sellerstock powers and with all requisite transfer tax stamps; (iiic) a certificate from each SellerMerger Subsidiary and Networks shall duly execute the Merger Documents and file the Merger Documents with the Office of the Secretary of State of New Jersey. (d) GTS shall duly execute and deliver the Xxxxxxx Promissory Note to Xxxxxxx and the Xxxxxxx Promissory Note to Xxxxxxx, and the Merger Subsidiary shall duly executed by an officer or manager of such Seller, certifying as execute and deliver the Security Agreement to the matters set forth in Sections 7.1(a) Xxxxxxx and (b)Xxxxxxx; (ive) all of the Records, Permits, Vessel Documentation GTS and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry Xxxxxxx shall execute and deliver to each other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, an employment agreement substantially in the form attached as of Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement H annexed hereto (the “Assignment of Lease Agreement”) duly executed by Seller, "Xxxxxxx Employment Agreement");and GTS and Xxxx Xxxxxxx shall execute and deliver to each other an employment agreement substantially in the form attached as of Exhibit 2.3(a)(viii) hereto;I hereto (the "Xxxxxxx Employment Agreement). (ixf) a Networks shall deliver to GTS and the Merger Subsidiary certified copy copies of resolutions of the resolutions Stockholders and directors of Seller’s board of directors or similar governing body Networks authorizing the transactions execution and delivery of this Agreement by Networks and the performance of Network's obligations hereunder and its consummation of the transaction contemplated hereby; (xg) licenses (or proof Merger Subsidiary shall deliver to the Stockholders certified copies of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof resolutions of license or registration) with the Special Register for Vessels directors of Merger Subsidiary authorizing the execution and Ship Owning Companies engaged in Cabotagedelivery of this Agreement by Merger Subsidiary and the performance of Merger Subsidiary's obligations hereunder and its consummation of the transaction contemplated hereby; (xih) GTS shall deliver to the Stockholders certified copies of any purchase orders made resolutions of the directors of GTS authorizing the execution and delivery of this Agreement by Seller for equipment ordered but not received on or prior to GTS and the Closing Dateperformance of GTS's obligations hereunder and its consummation of the transaction contemplated hereby; (xiii) waivers from Nigeria buildNetworks shall deliver the corporate books and records, ownership correspondence and xxxxxxx requirements or evidence employment records to Merger Subsidiary; (j) Networks shall deliver the opinion of applications counsel of Mesirov Xxxxxx Xxxxx Xxxxxx & Xxxxxxxx, counsel to Networks and payment for Xxxxxxx, in the waiver form annexed hereto as Exhibit J; (k) Merger Subsidiary and GTS shall deliver the opinion of such requirementscounsel of Xxxxxxxx Xxxxxx & Xxxxxx, counsel to GTS and Merger Subsidiary, in the form annexed hereto as Exhibit K; and (xiiil) such other instruments The Stockholders shall execute and documents deliver to GTS the Lock-Up Agreements annexed to this Agreement as Buyer may reasonably require.Exhibit L. (bm) At The Stockholders shall execute and deliver to GTS the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters Releases set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably requireon Exhibit M attached hereto.

Procedure at the Closing. (a) At the Closing, the parties agree to take the following steps which upon their completion and regardless of the order completed shall be deemed to have occurred simultaneously: 3.2.1 The Seller shall deliverdeliver to the Purchaser evidence, or cause in such form as is satisfactory to be deliveredthe Purchaser, that each of the conditions to Buyer:the obligations of the Purchaser to purchase the Purchased Assets from the Seller which is set forth in Article VIII of this Agreement has been satisfied; (i) (A) 3.2.2 The Purchaser shall deliver to the Seller evidence, in such form as is satisfactory to the Seller, that each of the conditions to the obligations of the Seller to sell the Purchased Assets to the Purchaser which is set forth in Article IX of this Agreement has been satisfied; 3.2.3 The Seller shall deliver to the Purchaser, and the Purchaser shall deliver to the Seller, a fully executed Xxxx of Sale, Assignment and Assumption Agreement, Agreement in customary the form and reasonably agreeable to the Parties, duly executed by Seller, and (B) notarized Bills of Sale for each Vessel and in form suitable for recording with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”)Exhibit 3.2.3; (ii) 3.2.4 The Purchaser and the Assignment of Contracts, duly executed by Seller; (iii) Seller shall execute and deliver a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as to lease agreement for the matters set forth in Sections 7.1(a) and (b); (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, Lawrenceville Facility in the form attached hereto as Exhibit 2.3(a)(vii) hereto3.2.4; (viii) an Assignment and Assumption 3.2.5 The Seller shall deliver to the Purchaser a certificate of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy good standing of the resolutions Seller issued by the appropriate officer of the State of Georgia, together with a certificate from the appropriate officer of the State of South Carolina evidencing Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for 's authorization to conduct business therein as a foreign corporation, each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but dated not received on or earlier than 10 days prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer 3.2.6 The Purchaser shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer deliver to the account designated Seller a certificate of good standing of the Purchaser issued by Seller in writing at least two Business Days the appropriate officer of the State of Delaware, together with certificates from the appropriate officers of the States of Georgia and South Carolina evidencing Purchaser's authorization to conduct business therein as a foreign corporation, each dated not earlier than 10 days prior to the Closing Date; (ii) 3.2.7 The Seller shall deliver to the Bills Purchaser a copy of Saleresolutions adopted by its board of directors authorizing each of the transactions contemplated hereby which are to be taken by it, duly executed certified as of the Closing Date by Buyerthe secretary or an assistant secretary of the Seller; (iii) 3.2.8 The Purchaser shall deliver to the Assignment Seller a copy of Contractsresolutions adopted by its board of directors authorizing each of the transactions contemplated hereby which are to be taken by it, duly executed certified as of the Closing Date by Buyerthe secretary or an assistant secretary of the Purchaser; 3.2.9 The Purchaser shall deliver to the Seller a copy of the Certificate of Stock Designation to the Purchaser's Certificate of Incorporation, as amended (ivthe "Stock Designation") a certificateauthorizing it to issue the Preferred Stock having the rights, duly executed restrictions, privileges and preferences as set forth on Exhibit 3.2.9, certified by an the appropriate officer of Buyer, certifying as the State of Delaware; 3.2.10 The Purchaser shall deliver to the matters set forth in Sections 7.2(a) and (b);Seller the Purchase Price as follows: (va) the Protocols of Delivery and Acceptance, each duly executed $850,000.00 in cash by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyerwire transfer or cashiers or certified check; and (viiib) such other instruments A certificate representing the Preferred Stock. 3.2.11 The Purchaser and documents the Seller shall execute and deliver a cross receipt in the form attached hereto as Seller may reasonably requireExhibit 3.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliver, or cause be deemed to be delivered, to Buyer:have occurred simultaneously): (ia) (A) a Xxxx of Sale, Assignment Merger Subsidiary shall deliver the Closing Cash and Assumption Agreement, in customary form and reasonably agreeable certificates representing the Stock Consideration to the PartiesStockholder in accordance with EXHIBIT A; (b) The Stockholder shall deliver to the Merger Subsidiary certificates representing his shares of CCI common stock, duly endorsed or accompanied by duly executed by Seller, stock powers; (c) GTS shall duly execute and deliver the Promissory Note and Merger Subsidiary shall duly execute and deliver the Security Agreement; (Bd) notarized Bills GTS and the Stockholder shall execute and deliver to each other an employment agreement substantially in the form of Sale for each Vessel and in form suitable for recording with the Panamanian Registry EXHIBIT G annexed hereto (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”"Employment Agreement"); (iie) the Assignment CCI shall deliver to Merger Subsidiary certified copies of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (iv) all resolutions of the Records, Permits, Vessel Documentation stockholders and Intellectual Property (provided that Seller may retain copies directors of such documentation); (v) evidence CCI authorizing the execution and delivery of this Agreement by CCI and the performance of CCI's obligations hereunder and its consummation of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions transaction contemplated hereby; (xf) licenses (or proof Merger Subsidiary shall deliver to the Stockholder certified copies of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof resolutions of license or registration) with the Special Register for Vessels stockholder and Ship Owning Companies engaged in Cabotagedirectors of Merger Subsidiary authorizing the execution and delivery of this Agreement by Merger Subsidiary and the performance of Merger Subsidiary's obligations hereunder and its consummation of the transaction contemplated hereby; (xig) GTS shall deliver to the Stockholder certified copies of any purchase orders made resolutions of the directors of GTS authorizing the execution and delivery of this Agreement by Seller for equipment ordered but not received on or prior to GTS and the Closing Dateperformance of GTS' obligations hereunder and its consummation of the transaction contemplated hereby; (xiih) waivers from Nigeria buildCCI shall deliver its corporate books and records, ownership correspondence, employment records to Merger Subsidiary; (i) CCI shall deliver the opinion of Technology Law Group, and xxxxxxx requirements or evidence Xxxxxx & Xxxxx, counsel to CCI and the Stockholder, in the form annexed hereto as EXHIBIT H (j) Merger Subsidiary and GTS shall deliver the opinion of applications counsel of Xxxxxxxx Mollen & Xxxxxx, counsel to Purchaser, in the form annexed hereto as EXHIBIT I; (k) The Stockholder shall execute and payment for deliver to GTS the waiver of such requirementsLock-Up Agreement annexed to this Agreement as EXHIBIT F (the "Lock-Up Agreement"); and (xiiil) such other instruments The Stockholder and documents Xxxxxx Xxxxxx, the Company's Chairman of the Board, shall execute and deliver to one another the Stockholders Agreement annexed to this Agreement as Buyer may reasonably require.EXHIBIT J. (bm) At Merger subsidiary and CCI shall duly execute the Merger Documents and file the Merger Documents with the State of New Jersey Secretary of State as soon as reasonably practicable after the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably require.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all such steps shall deliver, or cause be deemed to be delivered, to Buyer:have occurred simultaneously): (ia) Venturian shall deliver to Atio (APTY) a Xxxx of Sale, Assignment and Assumption Agreementevidence, in customary such form and as in each case is reasonably agreeable satisfactory to Atio (PTY), that each of the conditions to the Parties, duly executed by Seller, obligation of Atio (PTY) and (B) notarized Bills of Sale for each Vessel and in form suitable for recording with the Panamanian Registry (the items Atio International set forth in subsections (A) and (B) are collectively referred to as the “Bills Article VI of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider this Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably requirehas been satisfied. (b) At Atio (PTY) shall deliver to Venturian evidence, in such form as in each case is reasonably satisfactory to Venturian, that each of the Closing, Buyer shall deliver, or cause conditions to be delivered, to Seller:the obligations of Venturian and Xxxxxx set forth in Article VII of this Agreement has been satisfied. (ic) The Distribution Agreement, the Purchase PriceShareholders Agreement and the Employment Services Agreement (each as defined in Articles VI and VII hereof) shall be executed and delivered by the respective parties thereto. (d) Atio (PTY), as adjusted Atio International and the Company shall execute the License. (e) Atio (PTY) shall pay to the Company the Initial Installment in accordance with subparagraph 1.2(a) above. (f) Unless the transactions are consummated pursuant to Section 2.41.4 above, in immediately available funds by wire transfer Venturian and Xxxxxx shall deliver to the account designated Company certificates representing their respective Shares in VSI, duly endorsed for transfer or accompanied by Seller in writing at least two Business Days prior duly executed Assignments Separate From Certificate, and Venturian shall executive and deliver to the Closing Date;Company an assignment of its rights under the Venturian Note (other than with respect to the Post-August Advances) and any security therefor. (iig) The Company shall issue to Atio International, Venturian and Xxxxxx certificates representing the Bills Shares to be issued to each of Sale, duly executed by Buyer;them. (iiih) The Company, Atio International, Venturian and Xxxxxx shall execute and deliver a cross receipt acknowledging receipt, respectively, of the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to Shares and the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably requireCapital Contributions.

Procedure at the Closing. (a) At the Closing, Seller and Filet shall deliver, or cause to be delivered, to Buyer: (i) title to the Purchased Assets, free and clear of all Encumbrances; (Aii) a Xxxx of Sale, Assignment and Assumption Agreement, in customary the form and reasonably agreeable to attached as Exhibit A hereto for the Parties, duly executed by Seller, and (B) notarized Bills of Sale for each Vessel and Drilling Rig in form suitable for recording with at the Panamanian Registry Vanuatu Deputy Commissioner’s Office at the Port of New York, N.Y. (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills Xxxx of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager all books and records of such Seller, certifying as Seller and Filet relating to the matters set forth Purchased Assets that are in Sections 7.1(a) the possession or control of Seller or Filet and (b)not already held by Buyer; (iv) all a Confirmation of Class Certificate for the RecordsDrilling Rig from the American Bureau of Shipping showing it to be in the condition referred to in Section 3.5(b), Permits, Vessel Documentation and Intellectual Property (provided that which Seller may retain copies has requested Buyer to obtain on behalf of such documentation)Seller; (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance Acceptance, in the form attached as Exhibit B hereto, for each Vessel in a form acceptable to the Panamanian Registry Drilling Rig (the “Protocols Protocol of Delivery and Acceptance”), duly executed by the applicable SellerSeller and Filet; (viivi) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption Release of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) Lien for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received Encumbrance listed on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirementsSchedule 3.5(a); and (xiiivii) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, the Purchasing Owners shall deliver, or cause to be delivered, to Hercules: (i) the Membership Purchase Price in cash or other immediately available funds by wire transfer to an account designated by Hercules in writing at least two Business Days prior to the Closing Date; and (ii) such other instruments and documents as Hercules may reasonably require. (c) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Asset Purchase Price, as adjusted pursuant to Section 2.4, Price in cash or other immediately available funds by wire transfer to the an account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols Protocol of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viiiiii) such other instruments and documents as Seller and Filet may reasonably require. (d) At the Closing, Hercules shall deliver, or cause to be delivered, to the Purchasing Owners: (i) an amended Exhibit A to the Amended and Restated Operating Agreement of Hercules Offshore, LLC (f/k/a Mercules Holdings, LLC) dated as of October 1, 2004 (the “Operating Agreement”) reflecting the issuance of the Membership Interests to the Purchasing Owners; and (ii) such other instruments and documents as the Purchasing Owners may reasonably require. (e) Buyer, Seller, the Purchasing Owners and Hercules agree that the Membership Purchase Price may be offset against the Asset Purchase Price to the extent set. forth on Schedule 1.6 for purposes of satisfying the closing delivery obligations of Buyer and Seller regarding such payments.

Procedure at the Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (i) (A) for each Barge Rig, a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable to the Parties, duly executed by Seller, and (B) notarized Bills Bxxx of Sale for each Vessel and in the form attached as Exhibit A hereto, in form suitable for recording with the Panamanian Registry such Barge Rig’s present flag (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) all of Seller’s books and records relating solely to the Assignment Purchased Assets; (iii) a Confirmation of ContractsClass Certificate for each Barge Rig from the American Bureau of Shipping showing it as of the Closing Date to be in class and free of recommendations affecting the class; (iv) a Protocol of Delivery and Acceptance, in the form attached as Exhibit B hereto, for each Barge Rig (the “Protocols”), duly executed by Seller; (iiiv) a certificate from each Sellerthe Transition Services Agreement, substantially in the form attached hereto as Exhibit C, and effective as of the Closing Date, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery Termination and Acceptance for each Vessel Release Agreements, substantially in a the form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”)attached hereto as Exhibit D, duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment Seller and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirementsPDNL; and (xiiivii) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the balance of the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds cash by wire transfer to the an account designated by Seller in writing at least two Business Days prior to the Closing DateSeller; (ii) the Bills of SaleProtocols, duly executed by BuyerBuyer in relation hereto; (iii) the Assignment of Contracts, duly executed any notice or consent required by BuyerSchedule 5.3; (iv) a certificateTermination and Release Agreements substantially in the form attached hereto as Exhibit D, duly executed by an officer Buyer and, in the case of BuyerSxxxx Xxxxxxxx Xx. X00000, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by BuyerXXXX; and (viiiv) such other instruments and documents as Seller may reasonably require.

Procedure at the Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (i) title to the Purchased Assets, free and clear of all Encumbrances; (ii) (A) a Xxxx of Sale, Assignment and Assumption Agreement, substantially in customary the form and reasonably agreeable to the Partiesattached as Exhibit B hereto, duly executed by Seller, and (B) notarized Bills a Xxxx of Sale Sale, in the form attached as Exhibit C hereto for each Vessel and the Drilling Rig in form suitable for recording with the Panamanian Registry U.S. Coast Guard National Vessel Documentation Center (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (iiiii) joint written instructions, in the Assignment of Contractsform required by the Escrow Agreement, directing the Escrow Agent to disburse the Deposit to the account designated by Seller (the “Joint Instructions”), duly executed by Seller; (iiiiv) a certificate from each Sellercertificate, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a7.l(a) and (b); (ivv) all of Seller’s books and records relating to the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c)Purchased Assets; (vi) a Confirmation of Class Certificate for the Drilling Rig from the American Bureau of Shipping showing it to be in the condition referred to in Section 3.5(b); (vii) [omitted]; (viii) a Protocol of Delivery and Acceptance Acceptance, in the form attached as Exhibit D hereto, for each Vessel in a form acceptable to the Panamanian Registry Drilling Rig (the “Protocols Protocol of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiiiix) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) subject to adjustment in accordance with Sections 2.4 and 5.6, Nineteen Million Five Hundred Thousand and No/100 Dollars ($19,500,000.00) (the Purchase Price, as adjusted pursuant to Section 2.4, “Closing Date Payment”) in cash or other immediately available funds by wire transfer to the an account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills Xxxx of SaleSale referenced in Section 2.3(a)(ii)(A), duly executed by Buyer; (iii) the Assignment of ContractsJoint Instructions, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer[omitted]; (vi) the Assignment Protocol of Lease AgreementDelivery and Acceptance, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viiivii) such other instruments and documents as Seller may reasonably require.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliver, or cause be deemed to be delivered, to Buyer:have occurred simultaneously): (ia) (A) a Xxxx of Sale, Assignment Merger Subsidiary shall deliver the Closing Cash and Assumption Agreement, in customary form and reasonably agreeable certificates representing the Stock Consideration to the PartiesStockholder in accordance with Exhibit A; (b) The Stockholder shall deliver to the Merger Subsidiary certificates representing his shares of CCI common stock, duly endorsed or accompanied by duly executed by Seller, stock powers; (c) GTS shall duly execute and deliver the Promissory Note and Merger Subsidiary shall duly execute and deliver the Security Agreement; (Bd) notarized Bills GTS and the Stockholder shall execute and deliver to each other an employment agreement substantially in the form of Sale for each Vessel and in form suitable for recording with the Panamanian Registry Exhibit G annexed hereto (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”"Employment Agreement"); (iie) the Assignment CCI shall deliver to Merger Subsidiary certified copies of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (iv) all resolutions of the Records, Permits, Vessel Documentation stockholders and Intellectual Property (provided that Seller may retain copies directors of such documentation); (v) evidence CCI authorizing the execution and delivery of this Agreement by CCI and the performance of CCI's obligations hereunder and its consummation of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions transaction contemplated hereby; (xf) licenses (or proof Merger Subsidiary shall deliver to the Stockholder certified copies of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof resolutions of license or registration) with the Special Register for Vessels stockholder and Ship Owning Companies engaged in Cabotagedirectors of Merger Subsidiary authorizing the execution and delivery of this Agreement by Merger Subsidiary and the performance of Merger Subsidiary's obligations hereunder and its consummation of the transaction contemplated hereby; (xig) GTS shall deliver to the Stockholder certified copies of any purchase orders made resolutions of the directors of GTS authorizing the execution and delivery of this Agreement by Seller for equipment ordered but not received on or prior to GTS and the Closing Dateperformance of GTS' obligations hereunder and its consummation of the transaction contemplated hereby; (xiih) waivers from Nigeria buildCCI shall deliver its corporate books and records, ownership correspondence, employment records to Merger Subsidiary; (i) CCI shall deliver the opinion of Technology Law Group, and xxxxxxx requirements or evidence Xxxxxx & Xxxxx, counsel to CCI and the Stockholder, in the form annexed hereto as Exhibit H (j) Merger Subsidiary and GTS shall deliver the opinion of applications counsel of Xxxxxxxx Mollen & Xxxxxx, counsel to Purchaser, in the form annexed hereto as Exhibit I; (k) The Stockholder shall execute and payment for deliver to GTS the waiver of such requirementsLock-Up Agreement annexed to this Agreement as Exhibit F (the "Lock-Up Agreement"); and (xiiil) such other instruments The Stockholder and documents Xxxxxx Xxxxxx, the Company's Chairman of the Board, shall execute and deliver to one another the Stockholders Agreement annexed to this Agreement as Buyer may reasonably require.Exhibit J. (bm) At Merger subsidiary and CCI shall duly execute the Merger Documents and file the Merger Documents with the State of New Jersey Secretary of State as soon as reasonably practicable after the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably require.

Procedure at the Closing. (a) At the Closing, Seller the parties will take the following actions and the completion of each action shall deliver, or cause be a further condition to be delivered, to Buyerthe Closing: (ia) (A) a Xxxx of Sale, Assignment and Assumption Agreementthe Seller shall deliver to the Purchaser, in customary form and reasonably agreeable satisfactory to the PartiesPurchaser, duly executed by Sellersuch deeds, bills of sale, endorsements, assignments, receipts and (B) notarized Bills of Sale for each Vessel and other instruments, as shall be sufficient to vest in form suitable for recording with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as Purchaser good title to the matters set forth in Sections 7.1(a) Purchased Assets, free and (b)clear of all liens, claims and encumbrances, except as otherwise permitted by this Agreement; (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the ClosingPurchaser shall deliver to the Seller the Purchase Price in accordance with the provisions of Section 1.3(a) above; (c) the Purchaser shall deliver to the Seller, Buyer in form and content reasonably satisfactory to the Seller, instruments of assumption relating to the Assumed Liabilities; (d) the Purchaser shall deliverenter into a lease with Equitable Realty for certain property located at 972 and 977 Xxxxxxx Xxxx, or cause Xxxx Xxxx, Xxx Xxxx xxxtaining conditions to be deliveredas mutually agreed; (e) the Purchaser shall enter into an employment agreement with Stevx Xxxxxxx, xxntaining terms and conditions to Seller:be as mutually agreed; (f) the Purchaser shall enter into a consulting agreement with Ralpx Xxxxxxx, xxntaining terms and conditions to be as mutually agreed; (g) the Seller and the Seller Shareholder shall enter into a nondisclosure, noncompetition and nonsolicitation agreement, containing terms and conditions to be as mutually agreed; (h) SanTi Group, Inc. shall deliver to the Seller and the Seller Shareholder a guaranty of the Purchaser's obligations under this Agreement and under the other agreements of the Purchaser contemplated by this Agreement, containing terms and conditions to be as mutually agreed; (i) the Purchase PriceSeller, the Seller Shareholder and SanTi Group, Inc. shall enter into an agency agreement covering any nontransferable and/or nonassignable Customer Accounts or Permits, containing terms and conditions to be as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Datemutually agreed; (iij) the Bills of SaleSeller, duly executed by Buyerthe Seller Shareholder, the Purchaser and such other parties as may be appropriate or necessary shall enter into the Indemnification Agreement, containing terms and conditions to be as mutually agreed; (iiik) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as each party shall deliver to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) other party such other documents, certificates and other instruments and documents as Seller may reasonably requirebe contemplated by this Agreement or necessary to accomplish the transaction contemplated by this Agreement.

Procedure at the Closing. (a) At the Closing, Seller the parties will take the following actions and the completion of each action shall deliver, or cause be a further condition to be delivered, to Buyerthe Closing: (ia) (A) a Xxxx of Sale, Assignment and Assumption Agreementthe Seller shall deliver to the Purchaser, in customary form and reasonably agreeable satisfactory to the PartiesPurchaser, duly executed by Sellersuch deeds, bills of sale, endorsements, assignments, receipts and (B) notarized Bills of Sale for each Vessel and other instruments, as shall be sufficient to vest in form suitable for recording with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as Purchaser good title to the matters set forth in Sections 7.1(a) Purchased Assets, free and (b)clear of all liens, claims and encumbrances, except as otherwise permitted by this Agreement; (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the ClosingPurchaser shall deliver to the Seller the Purchase Price in accordance with the provisions of Section 1.3(a) above; (c) the Purchaser shall deliver to the Seller, Buyer in form and content reasonably satisfactory the Seller, instruments of assumption relating to the Assumed Liabilities; (d) the Purchaser shall deliverenter into a lease with Equitable Realty for certain property located at 972 and 977 Xxxxxxx Xxxx, or cause Xxxx Xxxx, Xxx Xxxx xxxtaining conditions to be deliveredas mutually agreed; (e) the Purchaser shall enter into an employment agreement with Stevx Xxxxxxx, xxntaining terms and conditions to Seller:be as mutually agreed; (f) the Purchaser shall enter into a consulting agreement with Ralpx Xxxxxxx, xxntaining terms and conditions to be as mutually agreed; (g) the Seller and the Seller Shareholder shall enter into a nondisclosure, noncompetition and nonsolicitation agreement, containing terms and conditions to be as mutually agreed; (h) SanTi Group, Inc. shall deliver to the Seller and the Seller Shareholder a guaranty of the Purchaser's obligations under this Agreement and under the other agreements of the Purchaser contemplated by this Agreement, containing terms and conditions to be as mutually agreed; (i) the Purchase PriceSeller, the Seller Shareholder and SanTi Group, Inc. shall enter into an agency agreement covering any nontransferable and/or nonassignable Customer Accounts or Permits, containing terms and conditions to be as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Datemutually agreed; (iij) the Bills of SaleSeller, duly executed by Buyerthe Seller Shareholder, the Purchaser and such other parties as may be appropriate or necessary shall enter into the Indemnification Agreement, containing terms and conditions to be as mutually agreed; (iiik) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by Seller shall execute subscription documents and an officer of Buyer, certifying as investor questionnaire relating to the matters set forth in Sections 7.2(a) and (b); (v) issuance of the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by BuyerSanTi Stock; and (viii1) each party shall deliver to the other party such other documents, CERTIFICATES and other instruments and documents as Seller may reasonably requirebe contemplated by this Agreement or necessary to accomplish the transaction contemplated by this Agreement.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliver, or cause be deemed to be delivered, to Buyer:have occurred simultaneously): (ia) (A) a Xxxx of Sale, Assignment GTS shall deliver the Cash Consideration and Assumption Agreement, in customary form and reasonably agreeable certificates representing the Stock Consideration to the Parties, duly executed by Seller, and (B) notarized Bills of Sale for each Vessel and Stockholders in form suitable for recording accordance with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”)Schedule 3.2; (iib) the Assignment The Stockholders shall deliver to GTS certificates representing their respective shares of ContractsNetworks common stock, duly endorsed or accompanied by duly executed by Sellerstock powers and with all requisite transfer tax stamps; (iiic) a certificate from each SellerMerger Subsidiary and Networks shall duly execute the Merger Documents and file the Merger Documents with the Office of the Secretary of State of New Jersey. (d) GTS shall duly execute and deliver the Xxxxxxx Promissory Note to Xxxxxxx and the Xxxxxxx Promissory Note to Xxxxxxx, and the Merger Subsidiary shall duly executed by an officer or manager of such Seller, certifying as execute and deliver the Security Agreement to the matters set forth in Sections 7.1(a) Xxxxxxx and (b)Xxxxxxx; (ive) all of the Records, Permits, Vessel Documentation GTS and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry Xxxxxxx shall execute and deliver to each other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, an employment agreement substantially in the form attached as of Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement H annexed hereto (the “Assignment of Lease Agreement”) duly executed by Seller, "Xxxxxxx Employment Agreement");and GTS and Xxxx Xxxxxxx shall execute and deliver to each other an employment agreement substantially in the form attached as of Exhibit 2.3(a)(viii) hereto;I hereto (the "Xxxxxxx Employment Agreement"). (ixf) a Networks shall deliver to GTS and the Merger Subsidiary certified copy copies of resolutions of the resolutions Stockholders and directors of Seller’s board of directors or similar governing body Networks authorizing the transactions execution and delivery of this Agreement by Networks and the performance of Network's obligations hereunder and its consummation of the transaction contemplated hereby; (xg) licenses (or proof Merger Subsidiary shall deliver to the Stockholders certified copies of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof resolutions of license or registration) with the Special Register for Vessels directors of Merger Subsidiary authorizing the execution and Ship Owning Companies engaged in Cabotagedelivery of this Agreement by Merger Subsidiary and the performance of Merger Subsidiary's obligations hereunder and its consummation of the transaction contemplated hereby; (xih) GTS shall deliver to the Stockholders certified copies of any purchase orders made resolutions of the directors of GTS authorizing the execution and delivery of this Agreement by Seller for equipment ordered but not received on or prior to GTS and the Closing Dateperformance of GTS's obligations hereunder and its consummation of the transaction contemplated hereby; (xiii) waivers from Nigeria buildNetworks shall deliver the corporate books and records, ownership correspondence and xxxxxxx requirements or evidence employment records to Merger Subsidiary; (j) Networks shall deliver the opinion of applications counsel of Mesirov Xxxxxx Xxxxx Xxxxxx & Xxxxxxxx, counsel to Networks and payment for Xxxxxxx, in the waiver form annexed hereto as Exhibit J; (k) Merger Subsidiary and GTS shall deliver the opinion of such requirementscounsel of Xxxxxxxx Xxxxxx & Xxxxxx, counsel to GTS and Merger Subsidiary, in the form annexed hereto as Exhibit K; and (xiiil) such other instruments The Stockholders shall execute and documents deliver to GTS the Lock-Up Agreements annexed to this Agreement as Buyer may reasonably require.Exhibit L. (bm) At The Stockholders shall execute and deliver to GTS the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters Releases set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably requireon Exhibit M attached hereto.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliver, or cause be deemed to be delivered, to Buyer:have occurred simultaneously): (ia) (A) a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable Pre-Cell shall deliver the certificates representing the Stock Consideration to the PartiesStockholders in accordance with Exhibit A; (b) The Stockholders shall deliver to Pre-Cell certificates representing their respective shares of USI common stock, duly endorsed or accompanied by duly executed by Seller, stock powers and with all requisite transfer tax stamps; (Bc) notarized Bills Merger Subsidiary and USI shall duly execute the Certificate of Sale for each Vessel Merger and in form suitable for recording file the Certificate of Merger with the Panamanian Registry State of Georgia Secretary of State. (d) Pre-Cell and the USI employees listed on Exhibit D shall execute and deliver to each other an employment agreement as mutually agreed by the employees and Pre-Cell (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”"Employment Agreements"); (iie) the Assignment USI shall deliver to Pre-Cell certified copies of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (iv) all resolutions of the Records, Permits, Vessel Documentation Stockholders and Intellectual Property (provided that Seller may retain copies directors of such documentation); (v) evidence USI authorizing the execution and delivery of this Agreement by USI and the performance of USI's obligations hereunder and its consummation of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions transaction contemplated hereby; (xf) licenses (or proof Merger Subsidiary shall deliver to the Stockholders certified copies of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof resolutions of license or registration) with the Special Register for Vessels directors of Merger Subsidiary authorizing the execution and Ship Owning Companies engaged in Cabotagedelivery of this Agreement by Merger Subsidiary and the performance of Merger Subsidiary's obligations hereunder and its consummation of the transaction contemplated hereby; (xig) Pre-Cell shall deliver to the Stockholders certified copies of any purchase orders made resolutions of the directors of Pre-Cell authorizing the execution and delivery of this Agreement by Seller for equipment ordered but not received on or prior to Pre-Cell and the Closing Dateperformance of Pre-Cell's obligations hereunder and its consummation of the transaction contemplated hereby; (xiih) waivers from Nigeria buildUSI shall deliver the corporate books and records, ownership correspondence and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause employment records to be delivered, to Seller:Merger Subsidiary; (i) The Pre-Cell Major Stockholders and the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to USI Major Stockholders shall execute the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Voting Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably require.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliver, or cause be deemed to be delivered, to Buyer:have occurred simultaneously): (ia) (A) a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable Pixorial shall deliver to the Parties, duly executed by Seller, and (B) notarized Bills Company evidence reasonably satisfactory to the Company that each of Sale for each Vessel and in form suitable for recording with the Panamanian Registry (conditions to the items obligations of the Company set forth in subsections (A) Section 8 of this Agreement has been satisfied and (B) are collectively referred a certificate of an officer of Pixorial to as the “Bills of Sale”)such effect; (iib) The Company shall deliver to Pixorial evidence reasonably satisfactory to Pixorial that each of the Assignment conditions to the obligations of Contracts, duly executed by SellerPixorial set forth in Section 9 of this Agreement has been satisfied and a certificate of an officer of the Company to such effect; (iiic) a certificate from each Seller, duly executed by an officer or manager Each of such Seller, certifying as Pixorial and the Company shall deliver to the matters set forth in Sections 7.1(a) and (b); (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board its respective boards of directors directors, certified by their respective Secretary or similar governing body Assistant Secretary and, as to Pixorial , also the consent of its shareholders and the Secured Creditors (as hereinafter defined), authorizing the transactions contemplated herebyby this Agreement; (xd) licenses Each of Pixorial and the Company shall deliver to the other a good standing certificates (or proof certificate of license status or registrationcompliance) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses of such party (or proof of license or registration) with which is dated not more than 15 days prior to the Special Register for Vessels and Ship Owning Companies engaged in CabotageClosing); (xie) copies of any purchase orders made by Seller for equipment ordered but not received on or prior Pixorial shall deliver to the Closing DateCompany a Bxxx of Sale and Assignment conveying all its right, title and interest in and to the Assets in the form attached hereto as Exhibit “E”, as well as such other customary instruments and documents and certificates reasonably satisfactory to the Company as shall be sufficient to vest in the Company good, valid and marketable title to the Assets, free and clear of all Liens; (xiif) waivers from Nigeria buildPixorial shall deliver to the Company possession of any tangible personal property constituting the Assets which, ownership and xxxxxxx requirements or evidence of applications and payment to the extent not delivered to the Company, shall be held in trust for the waiver Company and designated as being the property of such requirementsthe Company,; (g) The Company shall deliver the Shares within 5 business days after the Closing Date as provided for in Section 2.1; and (xiiih) such other instruments Each of the Company and Pixorial shall execute and deliver documents as Buyer may reasonably requireacknowledging receipt from the other, respectively, of the Assets and the Shares. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (v) the Protocols of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably require.

Procedure at the Closing. (a) At the Closing, Seller the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliver, or cause be deemed to be delivered, to Buyer:have occurred simultaneously): (ia) (A) legal counsel for the Company and the Stockholders shall deliver a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable legal opinion to the Parties, duly executed by Seller, and (B) notarized Bills Buyer in substantially the form of Sale for each Vessel and in form suitable for recording with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred EXHIBIT C attached to as the “Bills of Sale”)this Agreement; (iib) legal counsel for the Assignment Buyer shall deliver a legal opinion to the Company and the Stockholders in substantially the form of Contracts, duly executed by SellerEXHIBIT G attached to this Agreement; (iiic) a certificate from each Sellerthe Company shall execute and deliver resolutions adopted by the board of directors of the Company approving the transactions contemplated by this Agreement, duly executed certified by an officer or manager the corporation secretary of such Sellerthe Company; (d) the Buyer shall execute and deliver resolutions adopted by the board of directors of the Buyer approving the transactions contemplated by this Agreement, certifying as certified by the corporation secretary of the Buyer; (e) the Company shall deliver to the matters set forth Buyer a Certificate of the Company's President dated as of the Closing to the effect that the statements contained in Sections 7.1(a) and (b)) are true and correct; (ivf) all the Buyer shall deliver to the Company a Certificate of the Records, Permits, Vessel Documentation Buyer's President dated as of the Closing Date to the effect that the statements contained in Section 7.2(a) are true and Intellectual Property (provided that Seller may retain copies of such documentation)correct; (vg) evidence of the Transcripts of Registry and other consents and releases referred Buyer shall deliver the Closing Funds to in Sections 5.7 and 7.1(c)the Company; (vih) a Protocol each of Delivery the Stockholders shall execute and Acceptance for each Vessel in a form acceptable deliver to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) Buyer a Preferred Provider Agreement (the “Preferred Provider Physician Employment Agreement” duly executed by Seller, in substantially the form of EXHIBIT D attached as Exhibit 2.3(a)(vii) heretoto this Agreement; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer Company and each of the Stockholders shall execute and deliver to the account designated by Seller Buyer general releases of all claims which any of them may have against the Company in writing at least two Business Days prior he form of Exhibit F attached to the Closing Datethis Agreement; (iij) each of the Bills Stockholders shall deliver their respective stock certificates to the Buyer and shall execute and deliver stock powers of Sale, duly executed by attorney and any other documentation necessary to effectuate a transfer of their shares of Company Stock to the Buyer; (iiik) the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of Buyer, certifying as Buyer hall deliver to the matters set forth in Sections 7.2(a) and (b); (v) Company a Certificate of Good Standing issued by the Protocols Secretary of Delivery and Acceptance, each duly executed by Buyer; (vi) the Assignment State of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by BuyerFlorida; and (viii) such other instruments and documents as Seller may reasonably require.,

Procedure at the Closing. (a) At the Closing, Seller the Company agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall deliverbe deemed to have occurred simultaneously): (a) legal counsel for Sheridan and the Company shall deliver a legal opinion to the Buyer in substantially the form of Exhibit C attached to this Agreement; (b) legal counsel for the Buyer shall deliver a legal opinion to Sheridan in substantially the form of Exhibit D attached to this Agreement; (c) Sheridan and the Company shall execute and deliver resolutions adopted by the board of directors of Sheridan and the Company approving the transactions contemplated by this Agreement, or cause certified by the corporate secretary of Sheridan and the Company; (d) the Buyer shall execute and deliver resolutions adopted by the board of directors of the Buyer approving the transactions contemplated by this Agreement, certified by the corporate secretary of the Buyer; (e) the Company shall deliver to be delivered, the Buyer a Certificate of Sheridan and the Company's President dated as of the Closing to the effect that the statements contained in Sections 5.1(a) and (b) are true and correct; (f) the Buyer shall deliver to the Company a Certificate of the Buyer:'s President dated as of the Closing Date to the effect that the statements contained in Section 5.2(a) are true and correct; (g) the Buyer shall deliver the Closing Funds to Sheridan; (h) Not used in this Agreement. (i) NOT USED IN THIS AGREEMENT (Aj) a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable Sheridan shall deliver stock certificates to the Parties, duly executed by Seller, Buyer and (B) notarized Bills shall execute and deliver stock powers of Sale for each Vessel attorney and in form suitable for recording with any other documentation necessary to effectuate a transfer of the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as Company Stock to the matters set forth in Sections 7.1(a) and (b); (iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation); (v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c); (vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and (xiii) such other instruments and documents as Buyer may reasonably require. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the Bills of Sale, duly executed by Buyer; (iiik) the Assignment Buyer shall deliver to the Company a Certificate of Contracts, duly executed Good Standing issued by Buyerthe Secretary of State of Florida; (ivl) a certificate, duly executed by an officer of Buyer, certifying as the Company shall deliver to the matters set forth in Sections 7.2(a) and (b);Buyer a Certificate of Good Standing issued by the Secretary of State of Florida. (vm) the Protocols transfer of Delivery and Acceptance, each duly executed by Buyer; (vi) Sheridan's Post Office Box where it receives Payment of accounts receivable for the Assignment of Lease Agreement, duly executed by Buyer; (vii) the Preferred Provider Agreement duly executed by Buyer; and (viii) such other instruments and documents as Seller may reasonably requireCompany.

Procedure at the Closing. (a) At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer: (i) duly executed counterparts of the following agreements: (A) a Xxxx of Sale, Assignment and Assumption Agreement, substantially in customary the form and reasonably agreeable to the Partiesattached as Exhibit A hereto, duly executed by the Seller, and (B) notarized Bills of Sale Sale, in the forms attached as Exhibit B hereto, for each Vessel and the Vessels in form suitable for recording with the Panamanian Registry U.S. Coast Guard National Vessel Documentation Center (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”); (ii) the Assignment of Contracts, duly executed by Seller; (iii) a certificate from each the Seller, duly executed by an officer or manager of such the Seller, certifying as to the matters set forth in Sections 7.1(a) and (b); (iviii) all of the Records, Permits, Records and Vessel Documentation and Intellectual Property (provided that the Seller may retain copies of such documentationRecords and Vessel Documentation); (viv) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 5.8 and 7.1(c)) below; (viv) a Protocol of Delivery and Acceptance for each Vessel Vessel, in a the form acceptable to the Panamanian Registry attached as Exhibit C hereto (collectively, the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller; (viivi) a Preferred Provider Agreement (the “Preferred Provider Non-Competition Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) heretoD hereto (the “Non-Competition Agreement”), duly executed by the Seller and each Principal; (viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto; (ixvii) a certified copy of the resolutions of the Seller’s shareholders and board of directors or similar governing body authorizing the sale of the Purchased Assets and the other transactions contemplated in this Agreement and all necessary documents related to the transactions contemplated hereby; (x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage; (xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date; (xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirementsherein; and (xiiiviii) such other instruments and documents as the Buyer may reasonably require. (b) At the Closing, the Buyer shall deliver, or cause to be delivered, to the Seller: (i) the Purchase Price, as adjusted pursuant to Section 2.4Sections 1.4 and 2.4 to the extent applicable, in immediately available funds by wire transfer to the account designated by or accounts of Seller (which the Seller shall designate to the Buyer in writing at least two Business Days prior to the Closing Date); (ii) duly executed counterparts to the Bills of Sale, duly executed by Buyer; (iii) a certificate from the Assignment of Contracts, duly executed by Buyer; (iv) a certificate, duly executed by an officer of the Buyer, certifying as to the matters set forth in Sections 7.2(a) and (b); (viv) the Protocols of Delivery and Acceptance, each duly executed by the Buyer; (v) duly executed counterparts to the Non-Competition Agreements; (vi) a certified copy of the Assignment resolutions of Lease Agreement, duly executed the Seller’s [members/managers] authorizing the purchase of the Purchased Assets and the other transactions contemplated by Buyer; (vii) this Agreement and all necessary documents related to the Preferred Provider Agreement duly executed by Buyertransactions contemplated herein; and (viiivii) such other instruments and documents as the Seller may reasonably require.