Common use of Seller’s Deliverables Clause in Contracts

Seller’s Deliverables. In addition to the satisfaction of the conditions set forth in Section 2.2, at the Closing the Seller shall also deliver or cause to be delivered to the Buyer: (a) the original of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), ; (d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p).

Seller’s Deliverables. In addition Subject to the satisfaction terms and conditions of the conditions set forth in Section 2.2this Agreement, at the Closing the Closing, Seller shall also will execute and deliver (or cause to be delivered executed and delivered) to Buyer each of the Buyer:following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) to Buyer each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated): (a) the original an assignment of the Employment Agreements duly executedMembership Interests, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 B (cthe “Membership Interest Assignment”), duly executed by Seller; (db) a written certification certificate, dated as of the Closing Date, signed by a Responsible Officer of Seller, certifying that the Seller consistent with conditions set forth in Section 2.2(a6.1(b) above and Section 6.1(c) have been satisfied; (c) a transition services agreement, in substantially the form attached hereto as Exhibit 2.4(dC (the “Transition Services Agreement”), duly executed by Outrigger Energy LLC; (d) an executed certificate of Seller, dated as of the Closing Date and certifying that Seller (or its Tax owner, as applicable) is not a “foreign person” within the meaning of Code Section 1445; (e) a share transfer form duly executed by an existence and good standing certificate (or its equivalent) for Seller and the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each of Seller transferring and the Shares Company is organized and each jurisdiction in which the Company is qualified to do business, dated no more than 10 days prior to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent)Closing Date; (f) a duly executed certificate of the originalsecretary of Seller certifying to, current and complete to which is attached, (i) the certificate of formation of Seller, as amended up through the Closing Date, (ii) the resolutions of the Management Committee of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby, and (iii) a certificate in respect of the incumbency and true signatures of the Responsible Officers who execute this Agreement and any other Transaction Documents on behalf of Seller; (g) a duly executed certificate of the secretary of the Company Share Registercertifying to, with Buyer’s name entered thereon as and to which is attached, (i) the sole shareholder certificate of formation of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by as may have been amended up through the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in Closing Date and (ii) the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors limited liability company agreement of the Company, as may have been amended up through the Closing Date; (h) current and complete copies evidence of termination of all Contracts between the Company books (if any) and records, includingany Affiliates of Seller, without limitationany further liability or obligation of the Company, the register of shareholders, the register of directors, the register of charges in form and the Company Minute Booksubstance reasonably satisfactory to Buyer; (i) a duly executed payoff letters, with releases in form and substance reasonably satisfactory to Buyer (the “certificate of incumbency” from the Company’s registered agent setting forth the names of Pay-Off Letters”) with respect to all Company directors and shareholders as Indebtedness of the time Company or any other Person affecting the Membership Interests or the Company Assets, if any, which is outstanding immediately before prior to Closing; additionally, according any financing statement terminations and Lien releases shall have been filed as necessary to remove any Liens (other than Permitted Liens) applicable to the records Membership Interests or any of the registered agentCompany Assets or the Pay-Off Letters shall state that such financing statement terminations and Lien releases shall be filed after receipt of the amounts set forth in the Pay-Off Letters; (j) confirmation that confirmatory releases, in substantially the “client of record” (as such term is commonly understood form attached to the Closing Releases, duly executed by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing;Releasing Persons; and (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer escrow agreement in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in substantially the form set forth in attached hereto as Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(pF (the “Escrow Agreement”), duly executed by Seller.

Seller’s Deliverables. In addition to At the satisfaction of the conditions set forth in Section 2.2Closing, at the Closing the Seller shall also deliver or cause to be delivered to the Buyershall: (a) the original of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3Pay any Seller Transaction Expenses for which any Acquired Company may have any legal obligation; (b) all government approvals necessary for Pay to Purchaser, by wire transfer to an account designated by Purchaser, the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller.Estimated Closing Payment; and (c) Deliver to Purchaser the duly executed resolutions following: (i) Certificates representing the Equity Interests together with such instruments of transfer as may be sufficient to convey title thereto to Purchaser, to the members extent certificated, and in the case of the Company approving as evidenced by reflecting the transfer Purchaser as owner of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), ; (d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds equity interests in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors shareholder’s register of the Company; (hii) current and complete copies The Agreement of all Company books (if any) and recordsParent, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Bookduly executed by Parent; (iiii) a The NL Note, duly executed by Misco Solutions B.V. and Parent; (iv) The Trademark License, duly executed by WStore S.A.S.; (v) the Trademark Conveyance Agreement, duly executed by the Affiliates of Seller parties thereto; (vi) The Transition Services Agreement, duly executed by the Affiliates of Seller parties thereto; (vii) The Loan Agreement, duly executed by Seller as third party beneficiary; (viii) The UK Property Guaranty and Indemnity Agreement, duly executed by Seller and Parent; and (ix) The UK Third Party Mortgage/Legal Charge duly executed by Seller thereto. (x) Payoff and release letters from lenders for borrowed money to the Acquired Companies (other than money borrowed from another Acquired Company), together with termination statements with respect to any financing statements or similar evidence of Encumbrances (other than Permitted Encumbrances) filed against the Acquired Companies or any of their assets, terminating all such Encumbrances (“certificate Payoff Letters”), other than any of incumbency” from the Company’s registered agent setting forth foregoing in respect of the names of all Company directors and shareholders NL Note or the Sweden Loan; (xi) Duly executed resignations, effective as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation directors and officers of the Acquired Companies listed on Schedule 3.2(c)(xi), provided that the “client of record” (as with respect to Systemax Italy SRL such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the resignations shall occur with 10 Business Days following Closing; (kxii) all such documents as are necessary (including without limitation duly Evidence reasonably satisfactory to Purchaser that the transactions described in Schedule 3.2(c)(xii) have been completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries;; and (lxiii) a written certification acknowledging receipt by Seller of the Cash Payment Such other certificates, instruments or documents required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements provisions of this Agreement or otherwise necessary or appropriate to consummate the Transaction, and undertakings to vest in Purchaser and its successors and assigns full, complete, absolute, legal and equitable title to the form set forth in Exhibit 3.5(g) Equity Interests, free and clear of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p)Encumbrances.

Seller’s Deliverables. In addition The obligations of MRTMS to consummate the satisfaction of the conditions set forth in Section 2.2, at the Closing the Seller shall also deliver or cause transactions to be delivered to the Buyer: (a) the original of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, performed by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 them in connection with the transfer Closing are subject to satisfaction of the Shares from following conditions and delivery of the Guarantors following documents by Seller and/or the Companies to the Seller.MRTMS: (ci) Xx. Xxxxx shall have obtained and delivered to Buyer evidence of written termination of those contracts listed in § 4(aa) that Buyer does not want to continue and assume, in form and substance satisfactory to MRTMS; (ii) Buyer shall have received from counsel to Sellers and the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller Companies an opinion in form and substance as set forth on Exhibit K attached hereto, addressed to the Buyer and consummation and, if necessary, on which MRTMS’s lenders shall be entitled to rely, dated as of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), Closing Date; (diii) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form Xx. Xxxxx shall have obtained and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount resignations, effective as of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations Closing, of all current directors each director, member, partner, manager and officer of the Company; (h) current and complete copies of all Company books (if any) and records, Companies including, without limitation, the register of shareholders, the register of directors, the register of charges Xx. Xxxxx and the Company Minute BookX. Xxxxx; (iiv) a “certificate Xx. Xxxxx shall provide the Buyer with the Title Affidavit requested by the Title Company to issue the Title Policies. (v) Xx. Xxxxx shall deliver to Buyer written evidence consisting of incumbency” from UCC-3 termination statements and pay-off letters reasonably satisfactory to Buyer that all existing commercial or lending institution Indebtedness and Personal Property Leases as set forth on Schedule 2(d)(ii) of the Company’s registered agent setting forth the names of all Company directors Disclosure Schedules has been and shareholders will discharged as of the time immediately before ClosingClosing Date, according including copies of all releases related thereto. (vi) Each Seller shall deliver to the records Buyer a non-foreign affidavit dated as of the registered agent; Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code § 1445 stating that such Seller is not a “Foreign Person” as defined in Code § 1445 (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (iFIRPTA Affidavit”); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p).

Seller’s Deliverables. In addition Subject to the satisfaction terms and conditions of the conditions set forth in Section 2.2this Agreement, at the Closing the Closing, Seller shall also will execute and deliver (or cause to be delivered executed and delivered) to Buyer each of the Buyer:following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) to Buyer each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated): (a) the original an assignment of the Employment Agreements duly executedMembership Interests, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 B (cthe “Membership Interest Assignment”), duly executed by Seller; (db) a written certification certificate, dated as of the Closing Date, signed by a Responsible Officer of Seller, certifying that the Seller consistent with conditions set forth in Section 2.2(a6.1(b) above and Section 6.1(c) have been satisfied; (c) a transition services agreement, in substantially the form attached hereto as Exhibit 2.4(dC (the “Transition Services Agreement”), duly executed by Outrigger Energy LLC; (d) an executed certificate of Seller, dated as of the Closing Date and certifying that Seller (or its Tax owner, as applicable) is not a “foreign person” within the meaning of Code Section 1445; (e) a share transfer form duly executed by an existence and good standing certificate (or its equivalent) for Seller and the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each of Seller transferring and the Shares Company is organized and each jurisdiction in which the Company is qualified to do business, dated no more than 10 days prior to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent)Closing Date; (f) a duly executed certificate of the originalsecretary of Seller certifying to, current and complete to which is attached, (i) the certificate of formation of Seller, as amended up through the Closing Date, (ii) the resolutions of the Board of Managers of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby, and (iii) a certificate in respect of the incumbency and true signatures of the Responsible Officers who execute this Agreement and any other Transaction Documents on behalf of Seller; (g) a duly executed certificate of the secretary of the Company Share Registercertifying to, with Buyer’s name entered thereon as and to which is attached, (i) the sole shareholder certificate of formation of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by as may have been amended up through the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in Closing Date and (ii) the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors limited liability company agreement of the Company, as may have been amended up through the Closing Date; (h) current and complete copies evidence of termination of all Contracts between the Company books (if any) and records, includingany Affiliates of Seller, without limitationany further liability or obligation of the Company, the register of shareholders, the register of directors, the register of charges in form and the Company Minute Booksubstance reasonably satisfactory to Buyer; (i) a duly executed payoff letters, with releases in form and substance reasonably satisfactory to Buyer (the “certificate of incumbency” from the Company’s registered agent setting forth the names of Pay-Off Letters”) with respect to all Company directors and shareholders as Indebtedness of the time Company or any other Person affecting the Membership Interests or the Company Assets, if any, which is outstanding immediately before prior to Closing; additionally, according any financing statement terminations and Lien releases shall have been filed as necessary to remove any Liens (other than Permitted Liens) applicable to the records Membership Interests or any of the registered agentCompany Assets or the Pay-Off Letters shall state that such financing statement terminations and Lien releases shall be filed after receipt of the amounts set forth in the Pay-Off Letters; (j) confirmation that confirmatory releases, in substantially the “client of record” (as such term is commonly understood form attached to the Closing Releases, duly executed by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing;Releasing Persons; and (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer escrow agreement in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in substantially the form set forth in attached hereto as Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(pF (the “Escrow Agreement”), duly executed by Seller.

Seller’s Deliverables. In addition At the Closing, the Sellers Representative will deliver to the Buyer: (i) any reasonable documentation requested by Buyer videncing e the assignment of the Shares from Sellers to Buyer; (ii) a certificate of good standing of the Company from the state of Delaware and dated not earlier than five (5) days prior to the Closing Date; (iii) a certificate duly executed by an authorized officer of the Company, certifying (on behalf of the Company and the Sellers) the satisfaction of the conditions set forth in Section 2.2, at Sections 6.3(a) through(c); (iv) a Contingent Consideration Side Letter duly executed by the Closing Sellers’ Representative; (v) an escrow agreement or escrow terms in substantially the Seller shall also deliver or cause to be delivered to form of Exhibit A hereto (the Buyer:“Escrow Agreement”) duly executed on behalf of the Sellers by the Sellers’ Representative; (vi) (a) the original a certificate, duly executed by an authorized officer of the Employment Agreements duly executedCompany, simultaneously with the execution of this Agreement, by each certified as true and correct as of the Key Employees identified in Schedule 3; Closing Date, (bx) all government approvals necessary for the purchase certificate of formation of the Shares contemplated Company, certified as of a recent date by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer Secretary of State of the Shares from State of Delaware and (y) a copy of the Guarantors to the Seller. (c) the duly executed resolutions of the members Company’s board of directors authorizing the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in Agreement, (b) a certificate of good standing with respect to the form attached hereto as Exhibit 2.4 Company from the Secretary of State of the State of Delaware, (c)) the minute and stock books of the Company, ; and (d) a written certification copy of the Company’s current operating agreement; (vii) evidence acceptable to the Buyer that the Terminated Agreements have been terminated without liability to the Company and (ii) the agreements listed on Schedule 2.2(a)(vii) have been amended, in each case in form and substance satisfactory to the Buyer; (viii) evidence acceptable to the Buyer that the salaries and benefits of the employees and contractors set forth on Schedule 2.2(viii) will continue uninterrupted and all such amounts will be paid by the Seller consistent with Section 2.2(a) above in Company through December 31, 2024 (the form attached hereto as Exhibit 2.4(d“Continuing Employees”); (eix) a share transfer form duly executed by certificate described in Treasury Regulations Sections 1.1445-2I(3) and 1.897-2(h), certifying that interests in the Seller transferring Company do not constitute “United States real property interests” within the Shares to meaning of Section 897 of the BuyerCode, as amended, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates applicable notice to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment U.S. Internal Revenue Service required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p)thereto.

Seller’s Deliverables. In addition At the Closing, subject to the satisfaction of the terms and conditions set forth in Section 2.2, at the Closing the Seller shall also deliver or cause to be delivered to the Buyer: (a) the original of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by Seller shall have delivered, or caused to have been delivered, to Buyer (or to the applicable beneficiary specified below) each of the Key Employees identified in Schedule 3; following, with each delivery being deemed to have occurred simultaneously with the other events: (i) a certificate executed by a duly authorized signing officer of Seller and the Company and its Subsidiaries certifying to (a) true, complete and correct copies of the Organizational Documents of the Company, as amended, supplemented or modified to the Closing Date; (b) true, complete and correct copies of all government approvals necessary for the purchase resolutions and/or written consents of the Shares members or board of managers of Seller authorizing the execution, delivery and performance of the Original Agreement, this Agreement and the Ancillary Agreements to which Seller or the Company and any of its Subsidiaries is party and authorizing the transactions contemplated by hereby and thereby; and (c) the names and signatures of each individual authorized to sign on behalf of Seller the Original Agreement, this Agreement, including without limitation evidence that any Ancillary Agreement to which Seller or the Guarantors (and Company or any of its Subsidiaries is party or any other party required document to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 be delivered by Seller in connection with the transfer of the Shares from the Guarantors to the Seller. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this hereby or thereby; (ii) except as otherwise required in accordance with applicable Law, an executed counterpart of the Membership Interest Transfer Agreement in respect of the Seller Interests substantially in the form attached hereto as Exhibit 2.4 C (cthe “Membership Interest Transfer Agreement”), ; ; (diii) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates letter of resignation for such officers and managers of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the originalits Subsidiaries, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders effective as of the time immediately before ClosingClosing Date, according as designated by Buyer to the records of the registered agent; Seller in writing at least ten (j10) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent Business Days prior to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p).

Seller’s Deliverables. In addition to the satisfaction of the conditions set forth in Section 2.2, at On the Closing the Seller shall also deliver or cause to be delivered to the Buyer: (a) the original of the Employment Agreements duly executedDate, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3following documents shall have been delivered to Buyer and, if applicable, be dated as of the Closing Date (unless otherwise indicated): a. All approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules; b. Duly executed Assignment for each Seller; c. The Escrow Agreement, duly executed by each Seller, the Seller Representative and the Escrow Agent; d. The Lease, duly executed by the Seller Representative; e. A certificate of the Secretary or an Assistant Secretary (bor equivalent officer) all government approvals necessary of the Company certifying that attached thereto are true and complete copies of the Company’s current operating agreement and certificate of formation, as certified by the Secretary of State of the State of Tennessee; f. Certificates of valid existence, dated not more than thirty (30) calendar days prior to the Closing Date, with respect to the Company, issued by the Secretary of State of the State of Tennessee, and certificates of foreign qualification, with respect to the Company, issued by the Secretary of State of each jurisdiction in which the Company is qualified to do business as a foreign entity; g. A good standing certificate (or its equivalent) for the purchase Company from the Secretary of State or similar Governmental Authority of the Shares contemplated State of Tennessee; h. Evidence of repayment of the entire Indebtedness Amount (including indebtedness listed on Section 3.09(a)(vii) of the Disclosure Schedules), with appropriate releases, UCC termination statements and other customary documents reasonably requested by this Buyer releasing all Encumbrances (other than Permitted Encumbrances) on all assets related to such Indebtedness, in each case, in form and substance reasonably satisfactory to Buyer; i. A properly completed and duly executed IRS Form W-9 or W-8 (as applicable) from each Seller; j. A certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a foreign person within the meaning of Section 1445 of the Code; k. Properly completed documents reasonably satisfactory to Buyer to allow the Company, effective as of the Closing, to transfer all Company bank account authorizations to representatives designated by Buyer; l. A properly completed Medicare Enrollment Application on Form 855; m. The Xxxxx Xxxxxxxx Option Agreement; n. The books and records of the Company, including all QuickBooks and other accounting records and files, and access to all books and records available online (i.e. QuickBooks), to which Sellers shall transfer access to Buyer; o. Duly executed Unanimous Joint Consent of Members and Chief Manager approving the Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with Assignments, the transfer of the Shares from Membership Interests to Buyer and the Guarantors admission of Buyer as a Substitute Member; p. Duly executed First Amendment to the Seller. (c) the duly executed resolutions Amendment and Restated Operating Agreement of the members of Company, in form and substance reasonably satisfactory to Buyer; q. The other Transaction Documents shall have been executed and delivered by the Company approving the transfer of the Shares from the Seller parties thereto; and r. Such other documents or instruments as Buyer reasonably requests and are reasonably necessary to the Buyer and consummation of consummate the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), ; (d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purposeAgreement. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p).

Seller’s Deliverables. In At the Closing, in addition to the satisfaction of the conditions deliveries set forth in Section 2.22, at the Closing the Seller shall also deliver deliver, or cause to be delivered delivered, to Buyer the Buyerfollowing: (a) certified copies of resolutions, duly adopted by Seller's Board of Directors and stockholders, which shall be in full force and effect at the original time of the Employment Agreements duly executedClosing, simultaneously with authorizing the execution execution, delivery and performance by Seller of this AgreementAgreement and the other Seller Agreements, by each the consummation of the Key Employees identified in Schedule 3transactions contemplated hereby and thereby, and ratification of all prior acts and agreements; (b) all government approvals necessary for the purchase Xxxx of the Shares contemplated Sale duly executed by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller.; (c) the Contract Assignment duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), Seller; (d) a written certification the Domain Name Assignment duly executed by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d)Seller; (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates satisfactory evidence of the Company (with the Buyer to assume responsibility granting of delivering the original share transfer form all third party consents and the outstanding share certificates to the Company’s registered agentapprovals listed in Schedule 3.2(d); (f) all necessary documentation for the original, current release and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder discharge of any registered or other Liens against any of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose.Transferred Assets (other than Permitted Liens); (g) written resignations of all current directors a receipt for payment of the CompanyCash Payment; (h) current a receipt for the Shares; (i) all tangible property included in the Transferred Assets; (j) all Tax good standing and complete copies other clearance certificates or similar documents which are reasonably requested by Buyer or its counsel or which are required by any Tax authority; (k) the Assumption Agreement duly executed by Seller; (l) the SOH Assignment Agreement executed by SOH; (m) the Side Agreement duly executed by each of all Company books the Lenders; and (if anyn) such other duly executed documents, instruments, and recordscertificates as may be necessary or appropriate to be delivered by Seller pursuant to the terms of this Agreement, including, without limitation, the register of shareholdersany such document, the register of directors, the register of charges and the Company Minute Book; (i) a “instrument or certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood requested by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a2.5(d) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p)hereof.

Seller’s Deliverables. In addition Seller shall deliver to Purchaser on or before the --------------------- Closing Date all of the following: a) delivery of all documents required for the registration of the change of ownership from Seller to Purchaser related to the satisfaction Landlots and Building; b) delivery of all Assets physically deliverable by means to be agreed between the parties; c) delivery of certified copy of the conditions set forth minutes for an extraordinary shareholders meeting of Seller approving the consummation of transactions prescribed in Section 2.2, at this Agreement; d) certain documents evidencing the Closing the Seller shall also deliver or cause to be delivered to the Buyer: (a) the original Seller's title/ownership of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this AgreementTangible Assets , including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), limitation; (d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate confirmation letter of incumbency” from Samsung Corporation ("SamSung") with respect to the Company’s registered agent setting forth the names of all Company directors and shareholders as Assignment of the time immediately before ClosingMain Contract for the Design executed on October 20, according 2000 and Build and the Contract for Building Modification executed on November 10, 2000 respectively between Seller and SamSung (including any amendments thereof) that Seller has complete and unrestricted ownership of certain facilities, equipments and furniture supplied by SamSung under said Contracts and that SamSung assures Purchaser's entitlements to certain Warranties, insurance and Warranty bonds conceived in the records said Contracts; ii) a confirmation letter of Beauty Sparks confirming the Seller's ownership of certain cables and racks supplied by Beauty Sparks; iii) a confirmation letter of the registered agentprevious owner who had a title and ownership, confirming the complete and unrestricted ownership of Seller related to two (2) Xxxxxx Generators currently installed within the Building; and a confirmation letter of Xxxxxx Gmbh that certain warranty obligations prescribed in the Turnkey System Agreement (dated July 6, 2000) is extended to Purchaser, with respect to such Generators; iv) a novation agreement of the Framework Agreement (jdated August 30, 2000) confirmation that and the “client Term Agreement by Purchaser, Xxxxxx Gmbh and iAsiaWorks, Inc with respect to one (1) Xxxxxx Generator currently kept within the Building and not yet installed; and v) a novation agreement of record” the Turnkey System Agreement (as such term is commonly understood dated July 6, 2000) by registered agents handling company affairs Purchaser, Xxxxxx Gmbh and the previous owner with respect to one (1) Xxxxxx Generator currently kept in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including Germany by Xxxxxx Gmbh. without limitation duly completedby specific enumeration of the foregoing, signed and sealed application forms, board resolutions, powers of attorney and such all other documents as are reasonably required by to consummate the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representativetransaction herein contemplated, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p)which documents shall be mutually agreed.

Seller’s Deliverables. In addition to At the satisfaction of the conditions set forth in Section 2.2Closing, at the Closing the Seller shall also deliver or cause to be delivered to the Buyer: (a) the original of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), ; (d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book;following: (i) a bxxx of sale (the “certificate Bxxx of incumbency” from the Company’s registered agent setting forth the names of all Company directors Sale”) in customary form and shareholders as of the time immediately before Closing, according mutually acceptable to the records of Parties and duly executed by Seller, transferring the registered agenttangible personal property included in the Acquired Assets to Buyer; (jii) confirmation that an assignment and assumption agreement (the “client Assignment and Assumption Agreement”) in customary form and mutually acceptable to the Parties and duly executed by Seller, effecting the assignment to and assumption by Buyer of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for Acquired Assets and the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the ClosingAssumed Liabilities; (kiii) all a transition services agreement (the “Transition Services Agreement”) covering such documents as are necessary (including without limitation duly completedreasonable transition services, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representativeParties may, directors acting in good faith, mutually determine and officers, and procure issuance of an amended business license reflecting such changes as required duly executed by the Buyer in respect of each of the Transferred SubsidiariesSeller; (liv) a written certification acknowledging receipt by Seller assignment agreements for the transfer of the Cash Payment required pursuant Intellectual Property that is included in the Acquired Assets (the “IP Assignment Agreements”) in customary form and mutually acceptable to Section 1.2(a) (i)the Parties and duly executed by Seller; (mv) the originally FIRPTA Certificate; (vi) the Seller Secretary’s Certificate; (vii) the License Agreement, in form to be agreed upon between Buyer and Seller (the “License Agreement”), duly executed acknowledgements by Seller; and (viii) such other customary instruments of transfer, assumption, filings or documents, in form and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p)substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.

Seller’s Deliverables. In addition At the Closing, Sellers shall deliver the following to the satisfaction of the conditions set forth in Section 2.2, at the Closing the Seller shall also deliver or cause to be delivered to the BuyerPurchaser: (a) Deeds in the original forms of (i) statutory quitclaim deeds with respect to Properties located in Massachusetts and New Hampshire, (ii) quitclaim deeds with covenants with respect to Properties located in Maine and (iii) limited warranty deeds with respect to Properties located in Connecticut (collectively, the Employment Agreements duly executed"Deeds") conveying good, simultaneously with record and marketable fee simple title thereto subject to the execution of Permitted Encumbrances, executed in proper form for recording and registration, if applicable, so as to convey the title to the Land and Buildings as required by this Agreement, by each of the Key Employees identified in Schedule 3Agreement to Purchaser; (b) all government approvals necessary Such customary affidavits as Purchaser's title insurer shall reasonably require in order to issue, without extra charge, an owner's policy of title insurance free of any exceptions for unfiled mechanics' or materialmens' liens for work performed prior to the Closing Date, or for rights of parties in possession other than the tenants under the Leases and any Approved Leases; (c) Bills of sale for the purchase of Personal Property in the Shares contemplated form attached hereto as Exhibit I, duly executed and acknowledged by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the each Seller. (cd) the duly executed resolutions Assignment and assumption of the members Leases and any Approved Leases (the "Assignments of Leases") in the form attached hereto as Exhibit J; (e) A certification of non-foreign status, in form required by Section 1445(f)(3) of the Company approving Internal Revenue Code; (f) Evidence satisfactory to Purchaser's title insurer of Sellers' authority to convey the transfer Properties, deliver the Deeds and the Assignment. (g) Copies of all Leases and Approved Leases and all amendments and modifications thereto; (h) A letter, executed by Seller advising each of the Shares tenants under the Leases and the Approved Leases of the sale of the Properties to Purchaser and directing that rents and other payments after the Closing Date be sent to Purchaser; (i) Such estoppel certificates from each tenant of the Seller Leases as to the Buyer matters set forth in Exhibit D as Sellers have obtained; New England Portfolio (j) Any estoppel certificates from Sellers required under Section 4.1(d); (k) A general assignment (non-recourse to Seller as to obligations of third parties) of all permits, licenses, warranties and guarantees relating to the Properties together with original copies of any such permits, licenses, warranties and guarantees in Seller's possession; (l) An Assignment and Assumption of any Assumed Service Contracts and Construction Contracts which Purchaser is required to assume (the "Assignments of Contracts") in the form attached hereto as Exhibit M; (m) Any other customary documents that Purchaser's title insurer may reasonably require for the proper consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c)Agreement, ; (d) a written certification by the provided such documents do not impose any contingent liability on Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (kn) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement An executed counterpart of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred SubsidiariesSettlement Statement; (lo) a written certification acknowledging receipt Transfer tax declarations or forms to the extent required by Seller of the Cash Payment required pursuant to Section 1.2(a) applicable Law (idefined below); (mp) Lease files, books and records for the originally executed acknowledgements Properties and undertakings plans and specifications for the Properties all to the extent in the form set forth Seller's possession; (q) Originals or copies to the extent in Exhibit 3.5(g) Sellers' possession of all ESOP Beneficiaries set forth on Part service and construction contracts being assumed by Purchaser at Closing; (r) A release from the Broker; (s) Keys to locks at the Properties to the extent in Seller's possession; (t) Assignments of Schedule 9.8(pinsurance and/or eminent domain proceeds if applicable; (u) Excise tax lien waivers to the extent required by applicable Law (defined below); and (v) Evidence of termination of all property management contracts and evidence of termination of other service contracts not being assumed by Purchaser at Closing.

Seller’s Deliverables. In addition to At the satisfaction of the conditions set forth in Section 2.2Closing, at the Closing the Seller shall also deliver or cause to be delivered Buyer the following, each in customary form, mutually acceptable to the Buyer: (a) the original of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), ; (d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book;: (i) a “certificate xxxx of incumbency” from sale (the Company’s registered agent setting forth the names "Xxxx of all Company directors Sale") in customary form and shareholders as of the time immediately before Closing, according mutually acceptable to the records of Parties and duly executed by Seller, transferring the registered agenttangible personal property included in the Acquired Assets to Buyer; (jii) confirmation that a pay-off letter (the “client Pay-off Letter”), duly executed by Perceptive Credit Opportunities Fund, LP, evidencing the release of record” (as such term is commonly understood by registered agents handling company affairs in all Liens of Perceptive Credit Opportunities Fund, against the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the ClosingAcquired Assets; (kiii) all such documents as are necessary an assignment and assumption agreement (including without limitation the “Assignment and Assumption Agreement”) in customary form and mutually acceptable to the Parties and duly completedexecuted by Seller, signed effecting the assignment to and sealed application forms, board resolutions, powers of attorney and such other documents as are required assumption by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors Acquired Assets and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred SubsidiariesAssumed Liabilities; (liv) a written certification acknowledging receipt with respect to each Lease, an Assignment and Assumption of Lease (each, an “Assignment and Assumption of Lease”), in customary form and mutually acceptable to the Parties and duly executed by Seller and, if necessary, Seller's signature shall be witnessed and/or notarized; (v) to the extent requested by the Buyer, a transition services agreement (the “Transition Services Agreement”) covering such reasonable transition services for a period of up to 90 days following the Closing Date (or such other period as the Parties may mutually agree), as the Parties may, acting in good faith, mutually determine; (vi) assignment agreements for the transfer of the Cash Payment required pursuant to Section 1.2(a) Intellectual Property that is owned and used or held for use by Seller primarily or exclusively in connection with the Business (ithe “IP Assignment Agreements”); (mvii) the originally executed acknowledgements Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the Seller Secretary’s Certificate; and (x) such other customary instruments of transfer, assumption, filings or documents, in form and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p)substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.

Seller’s Deliverables. In addition At the Closing, Sellers shall deliver or have delivered to Buyer the following: (i) The Escrow Agreement duly executed by TGB; (ii) a xxxx of sale, assignment and assumption agreement in form and substance satisfactory to the satisfaction Parties (the “Assignment Agreement”) and duly executed by Nu Blu, transferring the Purchased Assets other than the Owned Real Property to Buyer or its Affiliate, and effecting the assignment to and assumption by Buyer or its Affiliate of the Assigned Contracts and the Assumed Liabilities; (iii) with respect to each parcel of Owned Real Property, an act of cash sale in form and substance satisfactory to the Parties (the “Act of Cash Sale”) containing a 520332.000001 25576304.5 special warranty of title and providing transfer of the Owned Real Property on an “as-is, where-is” condition and duly executed and notarized by TGB; (iv) a Registration Rights Agreement in form and substance satisfactory to the Parties (the “Registration Rights Agreement”) and duly executed by TGB; (v) [Reserved]; (vi) resignations, effective as of the Closing, of each employee set forth on Section 3.2 of the Disclosure Schedules (with such employees being the “Subject Employees”); (vii) the FIRPTA Certificate; (viii) the Title Company Closing Statement duly executed by Sellers; (ix) the Owner’s Affidavit duly executed by TGB; (x) a certificate, dated as of the Closing Date, duly executed by an officer of each Seller certifying that each of the conditions set forth in Section 2.2, at the Closing the Seller shall also deliver or cause to be delivered to the Buyer: (a7.2(a) the original of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3have been satisfied; (bxi) all government approvals necessary for the purchase a certificate, dated as of the Shares contemplated by this AgreementClosing Date, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the Guarantors to managers or relevant governing body of each Seller authorizing the Seller. (c) execution, delivery and performance of this Agreement and the duly executed resolutions of Ancillary Documents and the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially hereby and thereby, and that all such resolutions are in full force and effect and are all the form attached hereto as Exhibit 2.4 (c), resolutions adopted in connection with the transactions contemplated hereby and thereby; (dxii) a written certification by certificate or certificates, dated as of the Closing Date, of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller consistent with Section 2.2(a) above in certifying the form attached hereto as Exhibit 2.4(d)names and signatures of the officers of Sellers authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (exiii) a share transfer form duly executed by releases of all Liens securing the Seller transferring the Shares indebtedness of Nu Blu to the BuyerTGB under that certain Senior Secured Term Note, together with all the outstanding share certificates dated as of September 7, 2016, including evidence of the Company (with filing of UCC-3 termination statements or other instruments or agreements in all applicable jurisdictions to evidence the Buyer to assume responsibility release of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent);all such Liens; and (fxiv) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such other customary closing documents as are necessary (including without limitation duly completedBuyer shall reasonably request, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are may be required to give effect to this Agreement or as may be required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p)Title Company.

Seller’s Deliverables. In addition to At the satisfaction of the conditions set forth in Section 2.2Closing, at the Closing the Seller shall also deliver or cause to be delivered Buyer the following, each in customary form, mutually acceptable to the Buyer: (a) the original of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), ; (d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book;: (i) a “certificate bxxx of incumbency” from sale (the Company’s registered agent setting forth the names "Bxxx of all Company directors Sale") in customary form and shareholders as of the time immediately before Closing, according mutually acceptable to the records of Parties and duly executed by Seller, transferring the registered agenttangible personal property included in the Acquired Assets to Buyer; (jii) confirmation that a pay-off letter (the “client Pay-off Letter”), duly executed by Perceptive Credit Opportunities Fund, LP, evidencing the release of record” (as such term is commonly understood by registered agents handling company affairs in all Liens of Perceptive Credit Opportunities Fund, against the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the ClosingAcquired Assets; (kiii) all such documents as are necessary an assignment and assumption agreement (including without limitation the “Assignment and Assumption Agreement”) in customary form and mutually acceptable to the Parties and duly completedexecuted by Seller, signed effecting the assignment to and sealed application forms, board resolutions, powers of attorney and such other documents as are required assumption by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors Acquired Assets and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred SubsidiariesAssumed Liabilities; (liv) a written certification acknowledging receipt with respect to each Lease, an Assignment and Assumption of Lease (each, an “Assignment and Assumption of Lease”), in customary form and mutually acceptable to the Parties and duly executed by Seller and, if necessary, Seller's signature shall be witnessed and/or notarized; (v) to the extent requested by the Buyer, a transition services agreement (the “Transition Services Agreement”) covering such reasonable transition services for a period of up to 90 days following the Closing Date (or such other period as the Parties may mutually agree), as the Parties may, acting in good faith, mutually determine; (vi) assignment agreements for the transfer of the Cash Payment required pursuant to Section 1.2(a) Intellectual Property that is owned and used or held for use by Seller primarily or exclusively in connection with the Business (ithe “IP Assignment Agreements”); (mvii) the originally executed acknowledgements Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the Seller Secretary’s Certificate; and (x) such other customary instruments of transfer, assumption, filings or documents, in form and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p)substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.

Seller’s Deliverables. In addition At the Closing, Sellers shall deliver to Buyer the satisfaction of the conditions set forth in Section 2.2, at the Closing the Seller shall also deliver or cause to be delivered to the Buyerfollowing: (ai) a bxxx of sale in form and substance satisfactory to Buyer (the original “Bxxx of Sale”) and duly executed by Sellers, transferring the Employment Agreements duly executed, simultaneously with Tangible Personal Property included in the execution of this Agreement, by each of the Key Employees identified in Schedule 3Purchased Assets to Buyer; (bii) all government approvals necessary for an assignment and assumption agreement in form and substance satisfactory to Buyer (the purchase “Assignment and Assumption Agreement”) and duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Shares contemplated by this Agreement, including without limitation evidence that Purchased Assets and the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller.Assumed Liabilities; (ciii) the an employment agreement, duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially Kxxxxxx, in the form attached hereto as Exhibit 2.4 B (cthe “Kxxxxxx Employment Agreement”), ; (div) an employment agreement, duly executed by Pxxxx Xxxxxxxxxx (the “Rxxxxxxxxx Agreement”); (v) a written certification Partial Waiver and Release Agreement, duly executed by Agency, Kxxxxxx and Txxxxx X. Xxxxxxx, individually and in his capacity as trustee of the Seller consistent with Section 2.2(a) above Kxxxxxx Trust, in the form attached hereto as Exhibit 2.4(dC (the “Note Release Agreement”); (evi) the Seller Closing Certificate; (vii) evidence of the Tail Coverage required by Section 6.5; (viii) all approvals, consents and waivers that are listed on Section 4.4 of the Disclosure Schedules; (ix) a share transfer form sublease agreement, duly executed by the Seller transferring the Shares Agency for certain premises related to the Buyer, together with all the outstanding share certificates operation of the Company OSJ Assets, in a form satisfactory to Seller and Buyer (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent“Sublease”); (fx) an expense sharing agreement, duly executed by Agency for certain expenses related to the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder operation of the CompanyOSJ Assets, in a form satisfactory to be delivered to Seller and Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (iExpense Sharing Agreement”); (mxi) the originally Funds Flow Summary duly executed acknowledgements by Agency and undertakings Kxxxxxx; and (xii) such other customary instruments of transfer, assumption, filings or documents, in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p)and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.

Seller’s Deliverables. In addition Within two business (2) days of the Effective Date, Seller shall deliver all reports, surveys and data relating to the satisfaction environmental, geological, soil and/or physical condition of the conditions set forth Real Property and/or the improvements thereon in Section 2.2the possession of Seller or its agents, at the Closing the Seller shall also deliver or cause to be delivered and (ii) any lease, amendment, personal guaranty and other agreements related to the Buyer: (a) the original occupation of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, Real Property by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and Tenant or any other party required possessing rights with respect to do so under applicable Legal Requirementsthe Real Property; and (iii) the following “Contracts”: all written and oral contracts of insurance, management, leasing, security, janitorial, cleaning, pest control, waste disposal, landscaping, advertising, service, maintenance, operating, repair, and other contracts and commitments in any way relating to the Property (collectively (i) through (iii), the “Seller’s Deliverables”). Seller will promptly deliver to Buyer supplements and/or updates of Seller’s Deliveries to the extent such items are received by Seller prior to Closing. During the Due Diligence Period, Buyer shall have completed the amendment registration pursuant right to SAFE Circular 75 conduct and complete an investigation of all matters pertaining to Seller’s Deliveries and all other matters pertaining to the Property and Buyer’s acquisition thereof. In this regard, Xxxxx shall have the right to contact the Tenants, governmental agencies and officials and other parties and make reasonable inquiries concerning Seller’s Deliveries and any and all other matters pertaining to the Property. Seller agrees to reasonably cooperate with Xxxxx in connection with its investigation of Seller’s Deliveries and all other matters pertaining to the transfer Property. Except as otherwise provided under this Agreement or applicable law, Seller makes no representation or warranty regarding the accuracy or completeness of any information contained in Seller’s Deliverables and all such information is being made available to Buyer on an “AS-IS” basis, provided, however, that Seller shall not provide information to Buyer that Seller possesses actual knowledge of being inaccurate or, alternatively, shall promptly disclose to Buyer the inaccurate information contained in Seller’s Deliverables to the extent Seller has actual knowledge of the Shares from inaccuracy. Xxxxx specifically acknowledges that Buyer is not relying on Seller to indicate the Guarantors relative importance or materiality of any of the Seller’s Deliverables or any other instruments, records, documents, or other information made available to Buyer for review and that Buyer shall make its own determination as to the Sellerlevel of scrutiny it applies to those matters. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), ; (d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p).

Seller’s Deliverables. In addition Subject to the satisfaction terms and conditions of this Agreement, at the Closing, Seller will execute and deliver (or cause to be executed and delivered) to Buyer each of the following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) to Buyer each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated), in each case in form and substance as reasonably acceptable to Buyer, as applicable: (a) a certificate, dated as of the Closing Date, signed by a Responsible Officer of Seller, certifying that the conditions set forth in Section 2.27.1(b), at the Closing the Seller shall also deliver or cause to be delivered Section 7.1(c) and Section 7.1(e) have been satisfied; (b) to the Buyer: (a) the original extent applicable, written resignations of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by each of the Key Employees identified individuals who serves as an officer or director of any Company Group Member in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreementhis or her capacity as such, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller. those listed on Schedule 8.2(b); (c) a counterpart of an Assignment and Assumption Agreement (the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement “Assignment Agreement”) in substantially in the form attached hereto as Exhibit 2.4 (c)C, ; evidencing the assignment and transfer to Buyer of the Membership Interests, duly executed by Seller; (d) a written certification summary of all of the Transaction Expenses listing the amounts to be paid and each recipient to whom such amounts will be paid (the “Company Transaction Expenses Summary”), together with accompanying payment instructions, which shall be delivered by Seller to Buyer no less than two (2) Business Days prior to the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); Closing Date; (e) a share transfer counterpart of a transition services agreement in substantially the form of Exhibit E (the “Transition Services Agreement”), duly executed by Seller; (f) copies of duly executed, customary payoff letters and other instruments evidencing the Seller transferring termination, repayment and release of all Closing Debt (if any), which shall reflect the Shares amount (including all principal, interest, fees, prepayment premiums and penalties, if any) necessary to satisfy in full such Closing Debt, and any Liens granted with respect thereto, the Buyereffectiveness of which is conditioned only on the occurrence of the Closing hereunder, together with including (a) Releases of all the outstanding share certificates Liens on all assets and properties of the Company (with Group, including the Buyer to assume responsibility of delivering the original share transfer form Company Assets, and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder equity interests of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p).

Seller’s Deliverables. In addition Within fifteen (15) days of the Effective Date, Seller shall deliver all reports, surveys and data relating to the satisfaction environmental, geological, soil and/or physical condition of the conditions set forth Real Property and/or the improvements thereon in Section 2.2the possession of Seller or its agents, at the Closing the Seller shall also deliver or cause to be delivered and (ii) any lease, amendment, personal guaranty and other agreements related to the Buyer: (a) the original occupation of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, Real Property by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and Tenant or any other party required possessing rights with respect to do so under applicable Legal Requirementsthe Real Property; and (iii) the following “Contracts”: all written and oral contracts of insurance, management, leasing, security, janitorial, cleaning, pest control, waste disposal, landscaping, advertising, service, maintenance, operating, repair, and other contracts and commitments in any way relating to the Property (collectively (i) through (iii), the “Seller’s Deliverables”). Buyer, acting through its undersigned representative, may extend the time for Seller to submit Seller’s Deliverables or otherwise waive such requirement. Seller will promptly deliver to Buyer supplements and/or updates of Seller’s Deliveries to the extent such items are received by Seller prior to Closing. During the Due Diligence Period, Buyer shall have completed the amendment registration pursuant right to SAFE Circular 75 conduct and complete an investigation of all matters pertaining to Seller’s Deliveries and all other matters pertaining to the Property and Buyer’s acquisition thereof. In this regard, Buyer shall have the right to contact the Tenants, governmental agencies and officials and other parties and make reasonable inquiries concerning Seller’s Deliveries and any and all other matters pertaining to the Property. Seller agrees to reasonably cooperate with Buyer in connection with its investigation of Seller’s Deliveries and all other matters pertaining to the transfer Property. Except as otherwise provided under this Agreement or applicable law, Seller makes no representation or warranty regarding the accuracy or completeness of any information contained in Seller’s Deliverables and all such information is being made available to Buyer on an “AS-IS” basis, provided, however, that Seller shall not provide information to Buyer that Seller possesses actual knowledge of being inaccurate or, alternatively, shall promptly disclose to Buyer the inaccurate information contained in Seller’s Deliverables to the extent Seller has actual knowledge of the Shares from inaccuracy. Buyer specifically acknowledges that Buyer is not relying on Seller to indicate the Guarantors relative importance or materiality of any of the Seller’s Deliverables or any other instruments, records, documents, or other information made available to Buyer for review and that Buyer shall make its own determination as to the Sellerlevel of scrutiny it applies to those matters. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), ; (d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d); (e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent); (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p).

Seller’s Deliverables. In addition To effect the transactions referred to the satisfaction of the conditions set forth in Section 2.2Article I, Seller shall, at the Closing the Seller shall also Closing, deliver or cause to be delivered to Buyer (or to any Person whom Buyer may designate, except with respect to the Buyer:share certificates to be delivered pursuant to Section 2.2(a)): (a) the original share certificates in respect of all the Employment Agreements Shares, together with stock transfers duly executed, simultaneously with executed by the execution registered holders in favor of this Agreement, by each of the Key Employees identified in Schedule 3Buyer; (b) all government approvals necessary for an officer's certificate of Seller, in a form reasonably satisfactory to Buyer, certifying the purchase fulfillment of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (conditions specified in Section 6.1 and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller.Section 6.2; (c) audited Company Financials for the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c)year ended September 30, 2001; (d) a written certification by counterpart original of the Seller consistent with Section 2.2(a) above Registration Rights Agreement, substantially in the form attached hereto as of Exhibit 2.4(dA (the "Registration Rights Agreement"), duly executed by Seller; (e) a share transfer counterpart original of the Stockholder Agreement, substantially in the form of Exhibit B (the "Stockholder Agreement"), duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent)Seller; (f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder a counterpart original of the CompanyTax Deed of Covenant, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds substantially in the amount form of Exhibit C (the Cash Payment to the bank account designated in writing "Tax Deed Covenant"), duly executed by Seller for this purpose.Seller; (g) written resignations a certificate, dated the Closing Date, of all current directors the Secretary of Holdings attaching true, complete and correct copies of the Memorandum and Articles of Association of Holdings; (h) a certificate, dated the Closing Date, of the Secretary of the Company attaching true, complete and correct copies of the Memorandum and Articles of Association of the Company; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from certificate, dated the Company’s registered agent setting forth the names of all Company directors and shareholders as Closing Date, of the time immediately before ClosingSecretary or Assistant Secretary of Seller attaching true, according to the records complete and correct copies of the registered agentCertificate of Incorporation and bylaws of Seller; (j) confirmation that the “client Memorandum and Articles of record” Association, certificates on change of name (as such term is commonly understood by registered agents handling company affairs in if applicable), the BVIcommon seals (if any), all minute books, statutory registers, share certificate books, books of account and other statutory books (which shall be current up to, but not including, the Closing Date) for the Company has advised of Holdings and the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, any powers of attorney under which any document required to be delivered under this Section 2.2 has been executed and such other documents any necessary waivers or consents of Seller, Holdings or the Company) as are may be reasonably required (if any) to enable Buyer to be the holder of the Shares (as represented by the relevant Shenzhen Administration of Industry share certificates) and Commerce) for to permit Seller, Holdings and the Buyer or its representative Company to apply for or report for consummate the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required transactions contemplated by the Buyer in respect of each of the Transferred Subsidiariesthis Agreement; (l) a written certification acknowledging receipt irrevocable powers of attorney in the form set out in Exhibit D executed by Seller to enable Buyer (during the period prior to registration of the Cash Payment required pursuant transfer of the Shares) to Section 1.2(a) (i)exercise all voting and other rights attaching to the Shares; (m) the originally executed acknowledgements and undertakings a letter of resignation in the form set forth out in Exhibit 3.5(gE, duly executed by each of the directors of Holdings and the Company designated by Buyer; (n) certified copies of all ESOP Beneficiaries set forth resolutions (certified by a duly appointed officer to be true, complete and correct) adopted by the Boards of Directors of: (i) the Company: (A) recording acceptance of the resignation of the directors, the Secretary of the Company and the Company's auditors; and (B) recording the appointment of such persons as the directors, the Secretary and the auditors of the Company as Buyer shall nominate; (ii) Holdings: (A) recording the acceptance of the resignation of the directors, the Secretary of Holdings and Holding's auditors; (B) recording the appointment of such persons as the directors, the Secretary and the auditors of Holdings as Buyer shall nominate; (C) approving (subject only to proper stamping) the transfer of the Shares referred to in Section 2.2(a); and (D) approving (subject only to proper stamping) the placing on Part A the Register of Schedule 9.8(pMembers of Holdings of the name of Buyer in accordance with the stock transfer form referred to in Section 2.2(a); (iii) Seller, authorizing the execution and delivery of, and the performance by Seller of its obligations under, this Agreement and the other Transaction Documents to which it is a party; and (o) any such other documents reasonably requested by Buyer to consummate the transactions contemplated hereby, including those documents referred to in Section 6.2 hereof.

Seller’s Deliverables. In addition Subject to the satisfaction terms and conditions of the conditions set forth in Section 2.2this Agreement, at the Closing the Closing, Seller shall also will execute and deliver (or cause to be delivered executed and delivered) to Buyer each of the Buyer:following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) to Buyer each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated): (a) the original an assignment of the Employment Agreements duly executedMembership Interests, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3; (b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller. (c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 B (cthe “Membership Interest Assignment”), duly executed by Seller; (db) a written certification certificate, dated as of the Closing Date, signed by a Responsible Officer of Seller, certifying that the Seller consistent with conditions set forth in Section 2.2(a6.1(b) above and Section 6.1(c) have been satisfied; (c) a transition services agreement, in substantially the form attached hereto as Exhibit 2.4(dC (the “Transition Services Agreement”), duly executed by Seller; (d) an executed certificate of Seller, dated as of the Closing Date and certifying that Seller (or its Tax owner, as applicable) is not a “foreign person” within the meaning of Code Section 1445; (e) a share transfer form duly executed by an existence and good standing certificate (or its equivalent) for Seller and the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each of Seller transferring and the Shares Company is organized and each jurisdiction in which the Company is qualified to do business, dated no more than 10 days prior to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent)Closing Date; (f) a duly executed certificate of the originalsecretary of Seller certifying to, current and complete to which is attached, (i) the certificate of formation of Seller, as amended up through the Closing Date, (ii) the resolutions of the Board of Managers of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby, and (iii) a certificate in respect of the incumbency and true signatures of the Responsible Officers who execute this Agreement and any other Transaction Documents on behalf of Seller; (g) a duly executed certificate of the secretary of the Company Share Registercertifying to, with Buyer’s name entered thereon as and to which is attached, (i) the sole shareholder certificate of formation of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by as may have been amended up through the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in Closing Date and (ii) the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose. (g) written resignations of all current directors limited liability company agreement of the Company, as may have been amended up through the Closing Date; (h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book; (i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent; (j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for the Company has advised the Company’s registered agent to take instructions from the Buyer on a going forward basis after the Closing; (k) all such documents as are necessary (including without limitation duly completed, signed and sealed application forms, board resolutions, powers of attorney and such other documents as are required by the relevant Shenzhen Administration of Industry and Commerce) for the Buyer or its representative to apply for or report for the record (as the case may be) replacement of the legal representative, directors and officers, and procure issuance of an amended business license reflecting such changes as required by the Buyer in respect of each of the Transferred Subsidiaries; (l) a written certification acknowledging receipt by Seller of the Cash Payment required pursuant to Section 1.2(a) (i); (m) the originally executed acknowledgements and undertakings in the form set forth in Exhibit 3.5(g) of all ESOP Beneficiaries set forth on Part A of Schedule 9.8(p).