Common use of The Closing Clause in Contracts

The Closing. (a) The closing (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (Unless this Agreement has been terminated and the “Closing”) of the sale of the Securities by the Seller transactions herein abandoned pursuant to the Purchaser shall occur on or prior to May 30Article VII, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occursshall (subject to Sections 6.1 and 6.2 of this Agreement) be held at the offices of Xxxxxxx & Xxxxxxxx Ltd., 000 Xxxx Xxxxxx Xxxxx, Suite 2800, Chicago, Illinois 60601, or such other location as the “Closing Date”). (b) At parties may mutually agree, at 10:00 a.m. Chicago, Illinois time on the Closing: later to occur of (i) the Seller shall deliverAugust 5, 2005, or cause to be delivered, to (ii) as soon as reasonably practical following the Purchaser: (1) evidence day on which all of the credit of the Securities conditions to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 Sections 6.1 and 6.2 of this Agreement have been satisfied; and satisfied or waived (3) other than the conditions that by their nature cannot be satisfied until the Closing, but subject to all such conditions having been satisfied or waived at the time of the Closing), or such other documents time and instruments, if any, that are date as the parties hereto may mutually determined by the Seller agree. . The Sellers shall be liable for and shall hold the Purchaser to be necessary to effectuate harmless against all Conveyance Taxes (other than Sales Taxes) that may become due and payable in connection with the transactions contemplated by this Agreement; and (ii) the , and Sellers shall file all required change of ownership and similar statements. Purchaser shall deliver, or cause to be delivered, to liable for and shall hold the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller Sellers harmless against all Sales Taxes that may become due and payable in accordance connection with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement . Sellers, after the review and consent by Purchaser (csuch consent not to be unreasonably withheld or delayed), shall file such applications and documents as shall permit any such Conveyance Taxes (including any Sales Taxes) Unless otherwise agreed to be assessed and paid on or prior to the Closing in writing accordance with any available pre-sale filing procedure. Purchaser shall execute and deliver all instruments and certificates necessary to enable Sellers to comply with the foregoing. Purchaser shall complete and execute any applicable resale or other exemption certificates with respect to the Purchased Assets, and shall provide Sellers with executed copies thereof. The parties hereto shall cooperate to minimize or eliminate any and all Conveyance Taxes that may result from the transactions contemplated by the Seller and the this Agreement. Purchaser, after notice to and consent by Sellers (such consent not to be unreasonably withheld or delayed), shall withhold and deduct any amounts required under applicable law to be withheld and deducted by Purchaser from the Purchase Price in respect of Taxes and shall remit such amounts to the appropriate Governmental Entity on a timely basis. Anything contained herein to the contrary notwithstanding, Purchaser shall in no event be responsible for any interest, penalties or additions to Tax in connection with any Sales Taxes imposed by a Canadian taxing authority (including, without limitation, goods and services Tax, or GST) that may become due and payable in connection with the transactions contemplated by this Agreement, whether such interest, penalties or additions to Tax arise by reason of failure to pay such Sales Taxes or file any reports or other documents in connection therewith on a timely basis or otherwise. Sellers shall be responsible for and shall pay when due all actions at personal property Taxes, ad valorem and other similar Taxes with respect to the Closing are inter-dependent Purchased Assets to the extent attributable or allocable to periods on or before December 31, 2004, regardless of the reporting and will payment dates of such Taxes. Upon reasonable request by Purchaser from time to time, Sellers shall provide evidence of such payments reasonably acceptable to Purchaser. Purchaser shall be responsible for all personal property Taxes, ad valorem and other similar Taxes with respect to the Purchased Assets to the extent attributable or allocable to periods after December 31, 2004, and Purchaser shall pay when due all such Taxes with respect to the Purchased Assets for calendar year 2005. In the event a refund of any portion of such personal property Taxes, ad valorem or other similar Taxes previously paid with respect to the Purchased Assets is received by Purchaser, on the one hand, or Sellers, on the other hand, and such party was not the party responsible for such Taxes under this Section 2.6(b), then Purchaser or Sellers, as the case may be, shall promptly pay to the other party the amount of any such refund. REPRESENTATIONS AND WARRANTIES OF SELLERS Except as disclosed in the disclosure schedules delivered by Sellers to Purchaser in connection with the execution of this Agreement (the "Sellers Disclosure Schedules"), Sellers hereby make as of the date hereof, and shall be deemed to take place simultaneously make again at the Closing, the following representations and no delivery warranties to Purchaser: . Each Seller (i) is duly organized, validly existing and in good standing (or payment will be deemed its equivalent) under the laws of its state of incorporation or organization and (ii) has the corporate or other applicable power to have been made until own, lease and operate the Purchased Assets owned, leased or operated by it and to carry on its business in the manner currently conducted. Each Seller is duly qualified or authorized to conduct business in the manner currently conducted and is in good standing (or its equivalent) as a foreign corporation (or other organization) in all deliveries and payments under this Agreement due jurisdictions in which the character or location of the Purchased Assets requires such qualification or authorization, except where the failure to be made at the Closing so qualified or authorized would not have been madea Material Adverse Effect.

The Closing. (a) The closing of the purchase and sale of all the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date that is the third (3rd) Business Day following the date on which all of the sale conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Securities Closing), or such other date as may be agreed by the Seller Parties; provided that in no event shall the Closing occur prior to the Purchaser shall occur later of (i) the date that is thirty (30) days following the date on or prior to May 30, 2018, which the Schedule 13E-3 (as notified defined in writing by Section 6.8(b) below) is first filed with the Purchaser to SEC and (ii) the Seller at least three date that is twenty (320) Business Days days following the date that such Schedule 13E-3 is disseminated in advance accordance with Rule 13e-3(f) under the Exchange Act (the date on which the Closing occurs, the “Closing Date”); provided, further, that if the SEC notifies any Party that the transactions contemplated hereby shall not be consummated until a later date, such later date shall, subject to the satisfaction or waiver of such conditions at the Closing, be the “Closing Date.” (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of Purchaser the credit of Sale Shares and such other deliveries by transferring the Securities Sale Shares to the Purchaser by crediting the Sale Shares on the books of The Depository Trust Company to the brokerage securities account(s) designated by the Purchaser’s account , in each case in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller or its agent in writing prior to advance of the Closing; (2) a certificate duly executed by an authorized signatory of , and direct the Seller, dated as of Issuer to take all necessary and desirable actions to reflect the Closing Date, certifying that the conditions set forth same in Section 4.2 have been satisfied; and (3) all such other documents its or its transfer agent’s books and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreementrecords; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.16, a wire transfer of immediately available funds by wire transfer into the an account designated by the Seller in accordance with the wire instructions set forth on amount of the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed payable by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3B) all such other documents and instruments, if any, that are mutually determined by a copy of the Seller and director resolutions of the Purchaser to be necessary to effectuate duly authorizing and approving this Agreement and the transactions contemplated by this Agreementhereunder. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (Closing shall take place at the “Closing”) offices of the sale of the Securities by the Seller to the Purchaser shall occur Fulbright & Xxxxxxxx L.L.P. in New York, New York, commencing at 1:00 p.m. local time on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occursDate. All transactions at the Closing shall be deemed to take place simultaneously, the “Closing Date”)and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing: (i) Zygo shall execute and deliver to Nano a xxxx of sale in the Seller shall deliverform attached hereto as Exhibit A (the “Xxxx of Sale”), or cause and such other instruments of conveyance as Nano may reasonably request in order to be delivered(A) effect the sale, transfer, conveyance and assignment to the Purchaser: (1) evidence Nano of valid ownership of the credit of Acquired Assets, and (B) subject to Section 4.6 hereof, assign to Nano all its rights and obligations under the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the ClosingAssigned Contracts; (2ii) a certificate duly executed by an authorized signatory Zygo shall deliver to Nano, or otherwise put Nano in possession and control of, all of the Seller, dated Acquired Assets of a tangible nature; (iii) Nano and Zygo shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (iv) Nano shall execute an instrument of assumption in substantially the form attached hereto as Exhibit B (the “Assumption Agreement”) to effect the assumption of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; andAssumed Liabilities; (3v) all such Nano and Zygo shall execute and deliver to each other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Supply Agreement; and (iivi) Nano and Zygo shall execute and deliver to each other the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Sublease Agreement. (c) Unless otherwise agreed As soon as practicable after the Closing, but in writing any event prior to the shipment by Zygo to Nano of the Seller Purchased Inventory or the Demo Equipment, Nano shall execute and deliver to Zygo a security agreement granting Zygo a first perfected security interest in the PurchaserPurchased Inventory and Demo Equipment (as later defined), all actions at and a corresponding UCC-1 financing statement, both in a form reasonably acceptable to Zygo, to ensure Zygo’s receipt of the Closing are inter-dependent Purchased Inventory Purchase Price and will be deemed to take place simultaneously and no delivery Demo Equipment Purchase Price or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madereturn of such transferred assets.

The Closing. (a) The closing (Closing shall, subject to the “Closing”) satisfaction or waiver of the sale of conditions set forth in Section 2.03, occur as soon as practicable on June 30, 2014. If the Securities by Closing does not occur on such date, then the Seller to the Purchaser Closing shall occur at 10:00 a.m. (Eastern time) on or prior to May 30, 2018, as notified in writing by the Purchaser to first Business Day after the Seller at least three (3) Business Days in advance (the date day on which the Closing occursconditions set forth in Section 2.03 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived, or on such other date agreed to by Seller and Buyers in writing (the “Closing Date”)., at the offices of Grupo Financiero Inbursa, S.A.B. de C.V., Xxxxx xx xxx Xxxxxx 000, Xxxx 0, Xxx. Xxxxx xx Xxxxxxxxxxx, 00000 Xxxxxx, D.F. (a) Buyers shall jointly and severally pay and deliver or shall cause to be paid and delivered to Seller a single payment of USD$4,495,419,896.06 (the “Initial Payment”) in immediately available funds in U.S. dollars, by wire transfer to the account of Seller in the United States of America designated on Exhibit A(i), and Seller shall, in accordance with the Third Clause of the Trust Agreement, irrevocably instruct Inbursa, to sign a Purchase Agreement attached hereto as Exhibit B, which among other things, instructs the Broker as to the accounts (referred to in Exhibit A(ii)) that are to be transfered and assigned the AA Shares in favor of Inmobiliaria and Controles, as applicable (50% to each), and provides that the AA Shares Purchase Price be paid directly to Seller and not to or through Inbursa; it being understood that the Initial Payment shall constitute a partial payment in respect of the AA Shares; and (b) At the Closing: (i) the Seller Buyers shall deliver, jointly and severally pay and deliver or shall cause to be deliveredpaid and delivered to Seller a single payment of the L Shares Purchase Price in immediately available funds in U.S. dollars, by wire transfer to the Purchaser: (1) evidence account in the United States of America designated on Exhibit A(i), and Seller shall instruct the credit of Broker to transfer and assign the Securities L Shares to the Purchaser’s brokerage account set forth in Exhibit A(ii) by delivering the executed letter to the Broker in the form set forth on Exhibit (A)(iii) in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the SellerTransfer Instructions, dated as of the Closing Date, certifying it being understood that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate L Shares Purchase Price minus is the Signing Deposit; (2) a certificate duly executed by an authorized signatory total payment in respect of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeL Shares.

The Closing. (a) The closing of the purchase and sale of the Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the fifth (5th) Business Day immediately after the date of the sale of the Securities this Agreement, or such other date as may be agreed by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified both Parties in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1A) evidence of the credit of original stock certificates representing the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided Shares, if any; (B) a share transfer form duly executed by the Purchaser to the Seller in writing prior to respect of the ClosingShares in favor of the Purchaser; (2C) a certificate duly executed by an authorized signatory certified copy of the Sellerupdated register of members or shareholder list, dated as applicable, of the Closing Date, certifying that Issuer reflecting the conditions set forth in Section 4.2 have been satisfied; andPurchaser as the sole holder of the Shares; (3D) a new share certificate in the name of the Purchaser in respect of the Shares; (E) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.16, a wire transfer of immediately available funds into the an account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedFirst Payment; and (3B) all such other documents and instruments, if any, that are mutually determined by the such Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made. Each of the Seller and the Purchaser shall be responsible for its respective costs and professional fees associated with the Closing.

The Closing. (a) The closing of the Non-Voting Exchange (the “Closing”) will take place remotely via the electronic exchange of documents and signature pages, as the sale of the Securities by the Seller to the Purchaser parties may agree. The Closing shall occur take place on or prior to May 30October 25, 2018; provided, however, that the conditions set forth in Sections 1.1(c), (d) and (e) shall have been satisfied or waived, or at such other place, time and date as notified in writing by shall be agreed between the Purchaser to Company and the Seller at least three (3) Business Days in advance (the Investor. The time and date on which the Closing occurs, occurs is referred to in this Agreement as the “Closing Date.”). (b) At Subject to the Closingfulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor and (ii) the Investor will deliver the certificate(s) or book-entry shares representing the Non-Voting Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Non-Voting Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Non-Voting Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Non-Voting Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement. (d) The obligation of the Investor to consummate the Non-Voting Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the Seller representations and warranties of the Company set forth in Article III of this Agreement shall deliverbe true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, or cause which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided performed by the Purchaser to the Seller in writing it under this Agreement at or prior to the Closing; (2ii) the Investor shall have received a certificate duly executed signed on behalf of the Company by an authorized signatory of executive officer certifying to the Seller, dated as of the Closing Date, certifying effect that the conditions set forth in Section 4.2 1.1(d)(i) have been satisfied; (iii) the Company shall have delivered evidence of issuance in book-entry form of the Exchange Shares to the Investor; (iv) the Exchange Shares shall have been authorized for listing on the Nasdaq Capital Market (“Nasdaq”), subject to official notice of issuance, if required; and (3v) the issuance of the Exchange Shares will not cause the number of shares of Common Stock owned by the Investor, taking into account the Exchange Shares, to exceed 9.9% of the issued and outstanding shares of Common Stock. (e) The obligation of the Company to consummate the Non-Voting Exchange is also subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (i) (A) the representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other documents date) and instruments, if any, that are mutually determined by the Seller (B) covenants and the Purchaser obligations of Investor to be necessary to effectuate performed or observed on or before the transactions contemplated by Closing Date under this AgreementAgreement will have been performed or observed in all material respects; and (ii) the Purchaser Company shall deliver, have received a certificate signed on behalf of Investor by an executive officer or cause to be delivered, managing principal certifying to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying effect that the conditions set forth in Section 4.1 1.1(e)(i) have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing of the purchase and sale of the Shares and the other transactions contemplated hereby (the “Closing”) shall take place no later than the fifteenth (15th) Business Day immediately after the date of the sale of the Securities this Agreement, or such other date as may be agreed by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified both Parties in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1A) evidence of the credit of original stock certificates representing the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided Shares, if any; (B) a share transfer form duly executed by the Purchaser to the Seller in writing prior to respect of the ClosingShares in favor of the Purchaser; (2C) a certificate duly executed by an authorized signatory certified copy of the Seller, dated as updated register of members of the Closing Date, certifying that Issuer reflecting the conditions set forth in Section 4.2 have been satisfied; andPurchaser as the sole holder of the Shares; (3D) a new share certificate in the name of the Purchaser in respect of the Shares; (E) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.16, a wire transfer of immediately available funds into the an account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedPurchase Price; and (3B) all such other documents and instruments, if any, that are mutually determined by the such Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing of the transactions described in Sections 2.1 and 2.2 (the “Closing”) shall take place at the offices of DLA Piper LLP (US) located at 700 0xx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, on July 21, 2017, or such other date as is mutually agreed between the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three parties (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”)., following the satisfaction or waiver of the follow conditions: (ba) At In the Closingcase of the Company, its obligations to the Holder hereunder in connection with the Closing are subject to the following conditions being met: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence The representations and warranties of the credit Holder contained herein shall be accurate in all material respects on the Closing Date (unless as of the Securities to the Purchaser’s account a specific date therein in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closingwhich case they shall be accurate as of such date); (2ii) a certificate duly executed by an authorized signatory All obligations, covenants and agreements of the Seller, dated as of Holder required to be performed at or prior to the Closing Date, certifying that including the conditions set forth in Section 4.2 payment to the Company of the Aggregate Exercise Price, shall have been satisfiedperformed in all material respects; (iii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for Closing, except for such that could not reasonably be expected to have a material adverse effect on the Company; and (3iv) no judgment, writ, order, injunction, award or decree of or by any court of competent jurisdiction or any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the Closing; and (b) In the case of the Holder, its obligations to the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) The representations and warranties of the Company contained herein shall be accurate in all material respects on the Closing Date (unless as of a specific date therein in which case they shall be accurate as of such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreementdate); and (ii) All obligations, covenants and agreements of the Purchaser shall deliver, or cause Company required to be delivered, performed at or prior to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 Date shall have been satisfied; and (3) performed in all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madematerial respects.

The Closing. (a) The On the terms and subject to the conditions set forth in this Agreement, the closing of the Exchange (the “Closing”) of will take place at the sale of location specified in Schedule A, at the Securities by time and on the Seller to date set forth in Schedule A or as soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by Company and the Purchaser to the Seller at least three (3) Business Days in advance (the Investor. The time and date on which the Closing occurs, occurs is referred to in this Agreement as the “Closing Date”). (b) At Subject to the Closingfulfillment or waiver of the conditions to the Closing in this Section 1.2, at the Closing (i) the Company will deliver the CDCI Preferred Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) and (ii) the Investor will deliver the certificate representing the CPP Preferred Shares to the Company. (c) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the Seller consummation of the Exchange shall deliverhave been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (B) no provision of any applicable United States or cause other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement; (ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all respects all obligations required to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided performed by the Purchaser to the Seller in writing it under this Agreement at or prior to the Closing; (2iii) the Company shall have delivered to the Investor a certificate duly executed by an authorized signatory signed on behalf of the SellerCompany by a Senior Executive Officer certifying to the effect that the conditions set forth in Section 1.2(c)(ii) have been satisfied, in substantially the form attached hereto as Annex A; (iv) the Company shall have duly adopted and filed with the Secretary of State of its jurisdiction of organization or other applicable Governmental Entity an amendment to its certificate or articles of incorporation, articles of association, or similar organizational document (“Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and the Company shall have delivered to the Investor a copy of the filed New Certificate of Designations with appropriate evidence from the Secretary of State or other applicable Governmental Entity that the filing has been accepted, or if a filed copy is unavailable, a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the filing of the New Certificate of Designation has been accepted, in substantially the form attached hereto as Annex A; (v) the Company shall have delivered to the Investor, a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the Charter and bylaws of the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement remain true, complete and correct, in substantially the form attached hereto as Annex A; to the extent that the Charter and bylaws of the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement are no longer true, correct and complete, prior to the Closing Date, the Company shall deliver to Investor true, complete and correct certified copies of any amendments or supplements to the Charter or bylaws of the Company or the documentation necessary to make the Charter or bylaws of the Company delivered to the Investor true, correct and complete as of the Closing Date; (vi) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(c)(vi)(A) has been satisfied, in substantially the form attached hereto as Annex A; (vii) the Company shall have delivered to the Investor, a written waiver from each of the Company’s Senior Executive Officers and any other employee of the Company required to have delivered a waiver to Investor pursuant to Section 1.2(d)(v) of the CPP Securities Purchase Agreement (each, a “CPP Waiver”) and, to the extent that any Senior Executive Officer or any other employee of the Company or its Affiliates that are subject to Section 111 of EESA did not deliver a CPP Waiver, the Company shall cause each such Senior Executive Officer or other employee to have delivered to the Investor a written waiver in the form attached hereto as Annex D releasing the Investor and the Company from any claims that such Senior Executive Officer or other employee may otherwise have as a result of the modification of, or the agreement of the Company hereunder to modify, the terms of any Benefit Plans with respect to its Senior Executive Officers or other employees to eliminate any provisions of such Benefit Plans that would not be in compliance with the requirements of Section 111 of EESA as implemented by the Compensation Regulations; (viii) the Company shall have delivered to the Investor a written opinion from counsel to the Company (which may be internal counsel), addressed to the Investor and dated as of the Closing Date, certifying in substantially the form attached hereto as Annex C; (ix) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence of shares in book-entry form, evidencing the CDCI Preferred Shares to the Investor or its designee(s); (x) the Company and the Company Subsidiaries shall have taken all necessary action to ensure that the conditions set forth Company and the Company Subsidiaries and their executive officers, respectively, are in Section 4.2 have been satisfied; and compliance with (3i) all such other documents and instruments, if any, that are mutually determined guidelines put forth by the Seller Investor with respect to transparency, reporting and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and monitoring and (ii) the Purchaser provisions of EESA and any federal law respecting EESA, including the Employ American Workers Act (Section 1611 of Division A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5, effective as of February 17, 2009, and all rules, regulations and guidance issued thereunder; (xi) the Company shall deliverhave delivered to the Investor, a copy of the Disclosure Schedule on or cause prior to be deliveredthe date of the Letter Agreement (the “Signing Date”) and, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions extent that any information set forth on the Seller’s signature page hereto in an amount equal Disclosure Schedule needs to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaserbe updated or supplemented to make it true, dated complete and correct as of the Closing Date, certifying (i) the Company shall have delivered to the Investor an update to the Disclosure Schedule (the “Disclosure Update”), setting forth any information necessary to make the Disclosure Schedule true, correct and complete as of the Closing Date and (ii) the Investor, in its sole discretion, shall have approved the Disclosure Update, provided, however, that the conditions delivery and acceptance of the Disclosure Update shall not limit or affect any rights of or remedies available to the Investor; (xii) the Company shall have delivered to the Investor prior to the Signing Date either (i) a true, complete and correct certified copy of each CDFI Certification Application that each Certified Entity submitted to the Community Development Financial Institution Fund (the “Fund”) in connection with its certification as a CDFI along with any updates to the CDFI Certification Application necessary to make it true, complete and correct as of the Signing Date or (ii), to the extent a copy of the CDFI Certification Application that any Certified Entity submitted to the Fund in connection with its certification as a CDFI is not available, a newly completed CDFI Certification Application with respect to such Certified Entity true, complete and correct as of the Signing Date (the CDFI Certification Application delivered to the Investor pursuant to this Section 1.2(c)(xii), the “CDFI Application”), and, to the extent any information set forth in Section 4.1 the CDFI Application is not true, complete and correct as of the Closing Date, the Company shall have been satisfieddelivered to the Investor an update to the CDFI Application (the “CDFI Application Update”), setting forth any information necessary to make the information set forth in the CDFI Application true, correct and complete as of the Closing Date; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing of the purchase and sale of all the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date that is the third (3rd) Business Day following the date on which all of the sale conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or such other date as may be agreed by the Parties; provided that in no event shall the Closing occur prior to the later of (i) the date that is thirty (30) days following the date on which a transaction statement on Schedule 13E-3 in respect of the Securities transactions contemplated hereby and by the Seller to the Purchaser shall occur on or prior to May 30, 2018Other SPAs (such Schedule 13E-3, as notified amended or supplemented from time to time, being referred to herein as the “Schedule 13E-3”) is first filed with the SEC and (ii) the date that is twenty (20) days following the date that such Schedule 13E-3 is disseminated in writing by accordance with Rule 13e-3(f) under the Purchaser to the Seller at least three (3) Business Days in advance Exchange Act (the date on which the Closing occurs, the “Closing Date”); provided, further, that if the SEC notifies any Party that the transactions contemplated hereby shall not be consummated until a later date, such later date shall, subject to the satisfaction or waiver of such conditions at the Closing, be the “Closing Date.” (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of Purchaser the credit of Sale Shares and such other deliveries by transferring the Securities Sale Shares to the Purchaser by crediting the Sale Shares on the books of The Depository Trust Company to the brokerage securities account(s) designated by the Purchaser’s account , in each case in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller or its agent in writing prior to advance of the Closing; (2) a certificate duly executed by an authorized signatory of , and direct the Seller, dated as of Issuer to take all necessary and desirable actions to reflect the Closing Date, certifying that the conditions set forth same in Section 4.2 have been satisfied; and (3) all such other documents its or its transfer agent’s books and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreementrecords; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.16, a wire transfer of immediately available funds by wire transfer into the an account designated by the Seller in accordance with the wire instructions set forth on amount of the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed payable by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3B) all such other documents and instruments, if any, that are mutually determined by a copy of the Seller and director resolutions of the Purchaser to be necessary to effectuate duly authorizing and approving this Agreement and the transactions contemplated by this Agreementhereunder. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of PBF Energy, (i) within two Business Days following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the sale of parties set forth in Article VIII (other than such conditions as may, by their terms, only be satisfied at the Securities by Closing or on the Seller to Closing Date) or (ii) at such other place or on such other date as the Purchaser shall occur on or prior to May 30, 2018, as notified parties mutually may agree in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date writing. The day on which the Closing occurs, takes place is referred to as the “Closing Date”; provided, however, the Closing shall be deemed to have been consummated at 11:59:59 p.m.(Eastern time) on the Closing Date (the “Effective Time”). (b) At the Closing, PBF Energy will deliver (or cause to be delivered) the following documents and deliverables to the Partnership: (i) an assignment or assignments effecting the transfer to the Partnership of ownership of all of the Subject Interests together with certificates, if any, representing the Subject Interests and such other documentation as is reasonably required to transfer the Subject Interests to the Partnership; (ii) executed counterparts of the Pipeline Services Agreement, the Truck Loading Services Agreement, the Amended and Restated Omnibus Agreement and the Amended and Restated Operation and Management Services Agreement, in each case, executed by each party thereto, other than the Partnership or its applicable Subsidiaries; (iii) a certification in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that PBF Energy is not a foreign person; (iv) the Cross Receipt executed by PBF Energy; and (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership and agreed to by PBF Energy prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership will deliver (or cause to be delivered) the following documents and deliverables to PBF Energy or take the following actions: (i) the Seller shall deliver, or cause Cash Distribution to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided PBF Energy by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available U.S. federal funds into the to an account designated specified by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing DepositPBF Energy; (2ii) a certificate duly executed counterparts of the Pipeline Services Agreement, the Truck Loading Services Agreement, the Amended and Restated Omnibus Agreement and the Amended and Restated Operation and Management Services Agreement, in each case, executed by an authorized signatory of the PurchaserPartnership or its applicable Affiliates; (iii) issue, dated as of in certificated or book entry form, to PBF Energy the Closing Date, certifying that Common Unit Consideration; (iv) the conditions set forth in Section 4.1 have been satisfiedCross Receipt executed by the Partnership; and (3v) all such other certificates, instruments of conveyance and documents as may be reasonably requested by PBF Energy and instruments, if any, that are mutually determined agreed to by the Seller Partnership prior to the Closing Date to carry out the intent and the Purchaser to be necessary to effectuate the transactions contemplated by purposes of this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) of the sale of the Securities by the Seller shall take place at 9:00 a.m., Pacific time, as soon as practicable (and, in any event, within three Business Days) after satisfaction or, to the Purchaser shall occur on extent permitted hereunder, waiver of all conditions to the Merger set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or prior waiver (to May 30the extent permitted hereunder) of such conditions), 2018, as notified unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the Purchaser parties hereto. The Closing shall be held at the offices of Xxxxxxx Procter LLP, 000 Xxxxxxxx Xxxxxx, Redwood City, CA 94063, unless another place is agreed to in writing by the parties hereto; provided that the parties intend that the Closing shall be effected, to the Seller extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Notwithstanding anything to the contrary contained in this Section 2.01, if the Closing would otherwise be required to occur under this Section 2.01 during the last five calendar days of any fiscal quarter of Parent, then Parent may elect in its sole discretion, by delivering a written notice to the Company at least three (3) Business Days in advance (prior to the date on which the Closing occurswould otherwise be required to occur in the absence of this sentence, to delay the “Closing Date”). (b) At until the first calendar day of the following fiscal quarter of Parent; provided that if Parent so elects to delay the Closing: , then, in each case effective as of the date the Closing would otherwise be required to occur, (i) each of Parent, Merger Sub and the Seller Company shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller irrevocably waive in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments7.01(a), if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser each of Parent and Merger Sub shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer irrevocably waive in writing each of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and 7.02 (3other than Section 7.02(b) all such other documents and instruments, if any, that are mutually determined as it applies to failure by the Seller Company to perform or comply in all material respects with the covenants and obligations set forth in Section 6.01) and (iii) the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed Company shall irrevocably waive in writing by each of the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeconditions set forth in Section 7.03.

The Closing. (ai) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. on the second business day following full satisfaction or due waiver of all of the sale closing conditions set forth in §7 hereof (other than those to be satisfied at the Closing) or at such other location or on such other date as is mutually agreeable to the Buyer and the Sellers. The date and time of the Securities by the Seller Closing are herein referred to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date.”). (bii) At Subject to the Closingterms and conditions set forth in this Agreement, the Parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (iA) the Seller Buyer shall deliver, or cause deliver to be delivered, to the Purchaser: (1) evidence each of the credit holders of Shares such Shareholder’s portion of the Securities to the Purchaser’s account Closing Cash Consideration (as determined in accordance with the Deposit/Withdrawal At Custodian instructions provided §2(a) herein), by wire transfer of immediately available funds to one or more accounts designated by the Purchaser Sellers to the Seller in writing Buyer prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (iiB) the Purchaser Buyer shall deliverrepay, or cause to be deliveredrepaid, on behalf of the Company and its Subsidiaries all amounts necessary to discharge fully the Seller: then outstanding balance of all indebtedness for borrowed money, including the indebtedness listed on the attached Indebtedness Schedule (1such amount, in the aggregate, the “Funded Indebtedness;” provided that Funded Indebtedness shall not include any indebtedness of Buyer or any indebtedness of the Company or any of its Subsidiaries incurred to finance the Closing Cash Consideration) subject to Section 6.16, a by wire transfer of immediately available funds into the account designated as directed by the Seller holders of the Funded Indebtedness at or prior to the Closing, and the Company shall deliver to the Buyer all appropriate payoff letters and shall make arrangements reasonably satisfactory to the Buyer for such holders to deliver releases and canceled notes at the Closing; (C) the Sellers shall deliver to the Buyer certificates, duly endorsed in blank or accompanied by duly executed stock powers, representing all Shares of the Company issued and outstanding as of the Closing; (D) the Buyer, the Company and the Sellers shall make such other deliveries as are required by and in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made§7 hereof.

The Closing. (a) The closing of the purchase and sale of the Sale Shares and the other transactions contemplated hereby (the “Closing”) of shall take place on the sale of date that is the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three fifth (35th) Business Days in advance (Day following the date on which all the Closing occursconditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other date as may be agreed by all the Parties (the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1A) evidence the original share certificates representing the Sale Shares; (B) a duly executed instrument of transfer from the Seller in respect of the credit Sale Shares in favor of the Securities to the Purchaser’s account Purchaser in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory then-effective memorandum and articles of association of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfiedIssuer; and (3C) all such other documents copies of the director and instruments, if any, that are mutually determined by shareholder resolutions of the Seller duly authorizing and the Purchaser to be necessary to effectuate approving this Agreement and the transactions contemplated by this Agreementhereby; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.16, a wire transfer of immediately available funds by wire transfer into the an account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedPurchase Price; and (3B) all such other documents and instruments, if any, that are mutually determined by a copy of the Seller and director resolutions of the Purchaser to be necessary to effectuate duly authorizing and approving this Agreement and the transactions contemplated by this Agreementhereunder. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (Closing shall take place at the “Closing”) offices of the sale of the Securities by the Seller to the Purchaser shall occur WilmerHale in Boston, Massachusetts commencing at 9:00 a.m. local time on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occursDate. All transactions at the Closing shall be deemed to take place simultaneously, the “Closing Date”)and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, deliver to the Purchaser: (1) evidence of Buyer the credit of the Securities various certificates, instruments and documents referred to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and5.2; (ii) the Purchaser Buyer shall deliver, or cause to be delivered, deliver to the Seller: (1) subject Seller the various certificates, instruments and documents referred to in Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit5.3; (2iii) the Seller shall execute and deliver to the Buyer a xxxx of sale in substantially the form attached hereto as Exhibit A, one or more patent assignments in substantially the form attached hereto as Exhibit B, one or more trademark assignments in substantially the form attached hereto as Exhibit C, and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall deliver to the Seller a certificate duly executed by an authorized signatory for the Buyer Closing Shares; (vi) the Seller shall execute and deliver to the Buyer the Voting Agreement; (vii) the Seller shall execute and deliver to the Buyer counterparts of the PurchaserNotice of First Refusal and Co-Sale Agreement, dated July 30, 2013, and the Voting Agreement, dated July 30, 2013, as a “Common Holder” thereunder; (viii) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedAcquired Assets of a tangible nature; and (3ix) all such other documents the Buyer and instruments, if any, that are mutually determined by the Seller shall execute and the Purchaser deliver to be necessary to effectuate each other a cross-receipt evidencing the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed referred to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeabove.

The Closing. (a) The closing of the purchase and sale of the Shares and the other transactions contemplated hereby (the “Closing”) of shall take place on December 3, 2013 or such other prior date as may be agreed by all the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three Parties (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1A) evidence the original stock certificates representing the Shares; (B) a duly executed share transfer form from the Seller in respect of the credit Shares in favor of the Securities to Purchaser or its nominee (as the Purchaser’s account Purchaser may direct) in accordance with the Deposit/Withdrawal At Custodian instructions provided by articles of association of the Purchaser to the Seller in writing prior to the ClosingIssuer; (C) written resolutions duly passed by the board of directors of the Issuer which approve the transfer of the Shares and vote in favor of (1) the updating of the register of members of the Issuer to reflect the Purchaser or its nominee as the sole holder of the Shares and (2) the issue of a new share certificate duly executed by an authorized signatory in the name of the Seller, dated as Purchaser or its nominee in respect of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; andShares; (3D) a certified copy of the updated register of members of the Issuer reflecting the Purchaser or its nominee as the sole holder of the Shares; (E) a new share certificate in the name of the Purchaser or its nominee in respect of the Shares; (F) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.16, a wire transfer of immediately available funds into the an account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedPurchase Price; and (3B) all such other documents and instruments, if any, that are mutually determined by the such Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (the “Closing”) of the sale of the Securities by the Seller Subject to the Purchaser shall occur on or prior to May 30, 2018, termination of this Agreement as notified provided in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occursSection 12 below, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence closing of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 on a date (the "CLOSING DATE") and at a time to be mutually agreed upon by IMS and TriZetto, which date shall be no later than the third business day after all conditions to Closing set forth herein (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been satisfied or waived in accordance with this Agreement; and , unless another place, time and date is mutually agreed upon in writing by IMS and TriZetto. As soon as practicable following the Closing, TriZetto and IMS will cause a Certificate of Merger (the "NY CERTIFICATE OF MERGER") to be executed, acknowledged and filed in the office of the Secretary of State of the State of New York as provided in Section 904-A of the NYBCL and a Certificate of Merger (the "DE CERTIFICATE OF MERGER") to be executed, acknowledged and filed in the office of the Secretary of State of the State of Delaware as provided in Section 252 of the DGCL. The Merger shall become effective at the time when the last of the following actions shall have been consummated: (i) the NY Certificate of Merger has been duly filed by the office of the New York Department of State and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer DE Certificate of immediately available funds into the account designated by the Seller in accordance Merger has been duly filed with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory Secretary of State of the Purchaser, dated as State of Delaware (the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made"EFFECTIVE TIME").

The Closing. (a) The closing Closing shall take place at the offices of Ettelman & Xxxxxxxxxx, P.C., 000 Xxxxxxx Xxxxxxxxx Blvd., Suite 401, Garden City, New York 11530 simultaneously with the execution hereof or, within ten (10) days after the date that Purchaser shall have given written notice to Seller that the conditions precedent to Closing set forth in paragraph 8 have been satisfied or waived (the “"Closing Notice"), or at such other time and date as the parties may unanimously agree upon in writing. Such closing is hereinafter referred to as the "Closing”) " and the date of the sale of Closing is hereinafter referred to as the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “"Closing Date”)". (b) At the Closing: (i) the Seller shall agrees to deliver, or cause to be delivered, the following to Purchaser on the PurchaserClosing Date: (1i) evidence of the credit of the Securities subject to the Purchaser’s account Transfer Risks, such bills of sale, assignments, endorsements, consents, permits, approvals, authorizations and other good and sufficient instruments and documents of conveyance, transfer and consent in accordance with the Deposit/Withdrawal At Custodian instructions provided by the form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Purchaser all of Seller's right, title and interest in and to the Seller in writing prior to the ClosingAcquired Assets; (2ii) a certificate duly executed by an authorized signatory subject to the Transfer Risks, all of the SellerAssigned Contracts and other documents, dated as of books, records, papers, files, office supplies and data belonging to Seller which relate to the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfiedAcquired Assets; and (3iii) duly executed resolutions of Seller and Toymax approving the terms and conditions of this Agreement and the Contemplated Transaction. Subject to the Transfer Risks, simultaneously with Seller's delivery of the aforementioned, Seller shall take all such other documents action as may be required to duly and instrumentseffectively deliver and place Purchaser in actual possession and operating control of the Acquired Assets; PROVIDED, if anyHOWEVER, that are mutually determined by nothing contained herein shall be deemed to require Seller to deliver possession of the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; andAcquired Assets at a location other than Seller's current business premises. (iic) the Purchaser shall agrees to deliver, or cause to be delivered, to the Sellerfollowing on the Closing Date: (1i) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Depositpursuant to paragraph 3(a) hereof; (2ii) a certificate duly executed by an authorized signatory resolutions of Purchaser approving the Purchaser, dated as terms and conditions of this Agreement and the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedContemplated Transaction; and (3iii) all such other documents and instruments, if any, that are mutually determined by an undertaking whereby Purchaser will assume the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeAssumed Liabilities.

The Closing. (a) The closing (Closing shall take place at the “Closing”) offices of the sale of the Securities by the Seller to the Purchaser shall occur Xxxxx & Xxxxxxx in Indianapolis, Indiana on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occursDate. All transactions at the Closing shall be deemed to take place simultaneously, the “Closing Date”)and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing: (i) CEA shall execute and deliver to Buyer a xxxx of sale in form and substance the Seller shall deliversame as Exhibit A to this Agreement, one or cause to be delivered, to more trademark assignments for the Purchaser: (1) evidence trademarks which are a part of the credit CEA Assets in proper form for filing with the offices in which such trademarks are registered, and such other instruments of conveyance and assignment as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the ClosingCEA Assets; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser Buyer shall deliverpay to CEA, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a payable by wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions CEA Wire Instructions, the CEA Purchase Price (net of the Xxxxxxx Money Deposit to be released to CEA at the Closing) and shall in writing unconditionally authorize the release and payment of the Xxxxxxx Money Deposit to CEA; provided, however, that $15,000 shall be retained by Buyer to assure the delivery of all of the expendable inventory as set forth on the Seller’s signature page hereto list previously provided to Buyer. As soon as possible but in an amount no event more than seven (7) days after Closing, Buyer (with CEA present if it desires) shall confirm this inventory. Should any such inventory be missing, Buyer will be entitled to retain a portion of said $15,000, which portion shall be equal to the Aggregate Purchase Price minus percentage that the Signing Depositmissing inventory (determined by value) bears to the total value of the listed inventory, as agreed by the parties or if no agreement can be reached, by a mutually agreed appraiser. If all such inventory is delivered, the holdback amount shall be immediately paid to CEA; (2iii) a certificate duly executed by an authorized signatory CEA shall deliver to Buyer, or otherwise put Buyer in possession and control of, all of the Purchaser, dated as CEA Assets of a tangible nature (other than the Closing Date, certifying that OFR Parts) at the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser Delivery Locations. CEA shall provide to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions Buyer at the Closing are inter-dependent a list identifying the approximate balance CEA believes is owed with respect to the OFR Parts. (iv) CEA and will Buyer shall enter into an agreement, in form and substance the same as Exhibit B to this Agreement, pursuant to which Buyer shall be deemed entitled to take place simultaneously leave the CEA Assets at their respective Delivery Locations (not including the OFR Parts) for the periods and no delivery or payment will be deemed subject to have been made until all deliveries the terms and payments under this Agreement due to be made at the Closing have been madedisclaimers and limitations of liability stated in such agreement.

The Closing. (a) The Subject to the terms and conditions of this Agreement, the closing (the “"Closing”") of this Agreement and the sale transactions contemplated hereunder shall take place at the offices of Shereff, Friedman, Xxxxxxx & Xxxxxxx, LLP, New York, New York, simultaneously with the execution of this Agreement and after the satisfaction or waiver of all conditions to consummation of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance transactions contemplated hereby (the date day on which the Closing occurs, takes place is referred to herein as the “"Closing Date”"). (b) At the Closing: (i) , the Seller Sellers shall deliver, or cause to be delivered, deliver to the Purchaser, against receipt of the shares of Purchaser Common Stock specified in Schedule 2.1 annexed hereto, the following: (1) evidence of certificates representing the credit of the Securities to the Purchaser’s account Stock, duly endorsed for transfer in accordance blank or accompanied by a stock power duly endorsed in blank by each Seller with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closingany requisite documentary or stock transfer taxes affixed thereto; (2) the certificates required by Sections 7.4 and 7.5 hereof; (3) the legal opinion required by Section 7.9 hereof; (4) certificates issued by appropriate Governmental Authorities evidencing, as of a certificate duly executed by an authorized signatory recent date, the good standing and tax status of the Seller, dated as Company in the State of Delaware; (5) a copy of the Closing DateCertificate of Incorporation and all amendments thereto of the Company, certifying that certified by the conditions set forth in Section 4.2 have been satisfiedSecretary of State of the State of Delaware; (6) a copy of the By-laws, including all amendments thereto, of the Company; (7) the Consent of any third party required for the consummation by the Sellers of the transactions contemplated hereby; (8) all books and records relating to the business of the Company which are not maintained at the offices of the Company, including without limitation, the minute books, stock books, stock ledger and corporate seals, corporate operation manuals, policy manual, bank and checking account records, checks, deposit slips and signature cards, copies of the Company's financial statements and balance sheets and copies of the Tax Returns for the Company required to be filed with all the appropriate taxing bodies for the last three (3) years; (9) a copy of resolutions adopted by the Board of Directors of the Company authorizing the transactions contemplated hereby; and (310) all such other documents and instruments, if any, that are mutually determined by documentation evidencing consummation of the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; andVIL Transaction. (iic) At the Closing, the Purchaser shall deliver, or cause deliver to be delivered, to each of the SellerSellers the following: (1) subject to Section 6.16, a wire transfer certificates representing the number of immediately available funds into the account designated by the Seller in accordance with the wire instructions shares of Purchaser Common Stock set forth on the next to such Seller’s signature page hereto 's name in an amount equal to the Aggregate Purchase Price minus the Signing DepositSchedule 2.1 annexed hereto; (2) the certificates required by Section 8.3 hereof; (3) a certificate duly executed copy of resolutions adopted by an authorized signatory the Board of Directors of the Purchaser authorizing the transactions contemplated hereby, certified by the Secretary of the Purchaser; (4) certificates issued by appropriate Governmental Authorities evidencing, as of a recent date, the good standing and tax status of the Purchaser in the State of Delaware; (5) a copy of the Certificate of Incorporation, and all amendments thereto, of the Purchaser, dated as certified by the Secretary of State of the Closing Date, certifying State of Delaware; (6) certificate of the Secretary of the Purchaser to the effect that there have been no amendments to the conditions set forth charter documents referred to in Section 4.1 have been satisfied2.2(c)(5) hereof since the date of the certification referred to in such subsection; (7) a copy of the By-laws, including all amendments thereto, of the Purchaser, certified by the Secretary of the Purchaser; and (38) the Consent of any third party required for the consummation by the Purchaser of the transactions contemplated hereby. (d) Each of the parties hereto shall deliver all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser instruments required to be necessary delivered by any of them at or prior to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed Date pursuant to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeor as otherwise required herein.

The Closing. (a) The closing completion of the purchase and sale of the Shares (the “Closing”) of the sale of the Securities by the Seller to the Purchaser ), shall occur on or prior to May 30, 2018, as notified in writing a date designated by the Purchaser to Company and the Seller at least three Seller, but no later than September 25, 2009 (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) , the Seller Company shall deliver, or cause to be deliveredin immediately available funds, to the Purchaser: (1) evidence full amount of the credit of the Securities Purchase Price by wire transfer to the Purchaser’s an account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined designated by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser Seller shall deliver, or cause to be delivered, delivered to the Seller: Company at the Closing (1or as soon thereafter as is reasonably practicable) subject to Section 6.16one or more share certificates registered in the name of the Company, a wire transfer of immediately available funds into the account or in such nominee name(s) as designated by the Seller Company in accordance with writing, representing the wire instructions set forth on the Seller’s signature page hereto in Shares and bearing an amount equal appropriate legend referring to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying fact that the conditions set forth Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4.1 have been satisfied; and (34(2) all such other documents thereof and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this AgreementRule 506 promulgated thereunder. (c) Unless otherwise agreed in writing The Seller’s obligation to complete the purchase and sale of the Shares and deliver such share certificate(s) to the Company at the Closing shall be subject to the following conditions, either of which may be waived by the Seller: (a) receipt by the Seller of same-day funds in the full amount of the Purchase Price; and (b) the accuracy of the representations and warranties made herein by the Company as of the date hereof and the PurchaserClosing Date. The Company’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to following conditions, all actions at either of which may be waived by the Company: (a) the accuracy of the representations and warranties made herein by the Seller as of the date hereof and the Closing are inter-dependent Date; and will be deemed (b) the Company’s receipt of the proceeds of a loan in the principal amount of not less than the Purchase Price and on terms and conditions satisfactory to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeCompany, in its sole discretion.

The Closing. (a) The closing (Subject to the “Closing”) satisfaction or waiver of all of the sale conditions to the Closing set forth in Articles VI and VII, the Closing shall take place at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Securities Americas, New York, New York at 10:00 a.m., New York City time, on the last Business Day of the month in which all of the conditions set forth in Articles VI and VII (other than those conditions that are contemplated to be satisfied at the Closing itself) have been satisfied or waived, or at such other time or place as may be mutually agreed upon by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the parties hereto. The date on which the Closing occurs, occurs is referred to herein as the “"Closing Date”)." (b) At In the Closing: event that all of the Transfers do not take place on the Transfer Date, or that the Closing does not take place on the Transfer Date, then (i) all of the Transfers, when they have occurred, will be deemed to have occurred on the Transfer Date and (ii) when the Closing occurs, the Closing shall be given effect as of the Transfer Date. If the Closing does not take place on the Transfer Date, then, prior to the first Transfer, (i) the Seller shall deliverdeliver to the Purchaser on the Transfer Date the certificates described in Section 6.8 hereof, or cause which certificates shall be dated the Transfer Date, and upon delivery of such certificates from the Seller to the Purchaser, the conditions to Closing set forth in Sections 6.1, 6.2, 6.7 and 6.8 hereof shall be deemed to be deliveredsatisfied, (ii) the Seller shall cause the Persons listed on Schedule 6.6 hereto to deliver the resignations required to be delivered by Section 6.6 hereof, and upon delivery of such resignations, the condition to Closing set forth in Section 6.6 hereof shall be deemed to be satisfied, (iii) the Purchaser shall deliver to the Seller a certificate, which certificate shall be dated the Transfer Date and signed by an executive officer of the Purchaser, stating that the conditions to Closing set forth in Sections 6.3, 6.4 and 6.5 are satisfied or, to the Purchaser: extent not satisfied, waived, and upon the delivery of such certificate from the Purchaser to the Seller, the conditions to Closing set forth in Sections 6.3, 6.4 and 6.5 shall be deemed to be satisfied, (1iv) evidence the Purchaser shall deliver to the Seller on the Transfer Date the certificates described in Section 7.6 hereof, which certificates shall be dated the Transfer Date, and upon the delivery of such certificates from the Purchaser to the Seller, the conditions to Closing set forth in Section 7.1, 7.2 and 7.6 hereof shall be deemed to be satisfied, and (v) the Seller shall deliver to the Purchaser a certificate, which certificate shall be dated the Transfer Date and signed by an executive officer of the credit Seller, stating that the conditions to Closing set forth in Sections 7.3, 7.4 and 7.5 are satisfied or, to the extent not satisfied, waived, and upon the delivery of such certificate from the Securities Seller to the Purchaser’s account , the conditions to Closing set forth in Sections 7.3, 7.4 and 7.5 shall be deemed to be satisfied. Upon the delivery on the Transfer Date of all of the certificates, resignations and evidence required to be delivered on the Transfer Date by the preceding sentence of this Section 2.2(b) in the event that the Closing does not take place on the Transfer Date, (x) all of the conditions to Closing set forth herein shall be deemed to be satisfied, (y) the Purchaser shall deposit with the Escrow Agent an amount in cash equal to the Purchase Price less the Holdback Amount (the "Escrow Cash") and (z) the Seller shall deposit with the Escrow Agent certificates representing the Shares, duly endorsed in blank for transfer or accompanied by stock powers duly endorsed in blank and with all appropriate stock Transfer Tax stamps affixed (the "Stock Certificate"). Following such deposit, the Escrow Agent shall hold the Escrow Cash and the Stock Certificate in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions terms set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Escrow Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The On the terms and subject to the conditions set forth in this Agreement, the closing of the Exchange (the “Closing”) of will take place at the sale of location specified in Schedule A, at the Securities by time and on the Seller to date set forth in Schedule A or as soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by Company and the Purchaser to the Seller at least three (3) Business Days in advance (the Investor. The time and date on which the Closing occurs, occurs is referred to in this Agreement as the “Closing Date”). (b) At Subject to the Closingfulfillment or waiver of the conditions to the Closing in this Section 1.2, at the Closing (i) the Company will deliver the CDCI Senior Subordinated Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) and (ii) the Investor will deliver the certificate representing the CPP Senior Subordinated Securities to the Company. (c) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the Seller consummation of the Exchange shall deliverhave been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (B) no provision of any applicable United States or cause other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement; (ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all respects all obligations required to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided performed by the Purchaser to the Seller in writing it under this Agreement at or prior to the Closing; (2iii) the Company shall have delivered to the Investor a certificate duly executed by an authorized signatory signed on behalf of the Seller, dated as of Company by a Senior Executive Officer certifying to the Closing Date, certifying effect that the conditions set forth in Section 4.2 1.2(c)(ii) have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by in substantially the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page form attached hereto in an amount equal to the Aggregate Purchase Price minus the Signing Depositas Annex A; (2iv) if applicable, the Company shall have duly adopted and filed with the Secretary of State of its jurisdiction of organization or other applicable Governmental Entity an amendment to its certificate or articles of incorporation, articles of association, or similar organizational document (“Charter”) and its bylaws as in effect on the Closing Date and the Company shall have delivered to the Investor a copy of the filed amendment with appropriate evidence from the Secretary of State or other applicable Governmental Entity that the filing has been accepted, or if a filed copy is unavailable, a certificate duly executed by an authorized signatory signed on behalf of the PurchaserCompany by a Senior Executive Officer certifying to the effect that the filing of the amendment has been accepted; (v) the Company shall have delivered to the Investor, dated a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the Charter and bylaws of the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement remain true, complete and correct, in substantially the form attached hereto as Annex A; to the extent that the Charter and bylaws of the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement are no longer true, correct and complete, prior to the Closing Date, the Company shall deliver to Investor true, complete and correct certified copies of any amendments or supplements to the Charter or bylaws of the Company or the documentation necessary to make the Charter or bylaws of the Company delivered to the Investor true, correct and complete as of the Closing Date; (vi) (A) the Company shall have effected such changes to its compensation, certifying bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, “Disclosure Update”), setting forth any information necessary to make the Disclosure Schedule true, correct and complete as of the Closing Date and (ii) the Investor, in its sole discretion, shall have approved the Disclosure Update, provided, however, that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents delivery and instruments, if any, that are mutually determined by acceptance of the Seller and Disclosure Update shall not limit or affect any rights of or remedies available to the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.Investor;

The Closing. (a) The closing (the “Closing”"CLOSING") of the purchase and sale of the Securities by hereunder shall take place at 10:00 a.m., Central Time, at the Seller to offices of Xxxxxx Xxxxxx Xxxxx, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, as soon as possible after satisfaction of the conditions set forth in Article 8, or at such other time or place as the Purchaser and the Issuer may agree. Each of the Purchaser and the Issuer shall use their reasonable best efforts to cause such Closing to occur on or prior before December 29, 2000. The date and time of closing are referred to May 30, 2018, herein as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”)"CLOSING DATE." (b) At the Closing:, the Purchaser shall deliver to the Issuer, by wire transfer to an account designated by the Issuer, an amount, in immediately available funds, equal to the aggregate purchase price of the Securities being purchased by the Purchaser from the Issuer. (ic) At the Seller Closing, the Issuer shall deliver, or cause to be delivered, deliver to the Purchaser: (1) evidence , against payment of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided purchase price by the Purchaser to the Seller Issuer, duly executed certificates evidencing the shares of Series A Preferred and Series B Preferred being purchased by the Purchaser from the Issuer, in writing each case in definitive form and registered in such name or names as the Purchaser shall request not later than two Business Days prior to the Closing;Closing Date. (2d) a certificate duly executed by an authorized signatory of At the SellerClosing, dated as of the Closing DateIssuer shall deliver to Francisco Partners GP, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16LLC, a Delaware limited liability company, by wire transfer of immediately available funds into the to an account designated by the Seller Purchaser, an amount, in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount immediately available funds, equal to the Aggregate Purchase Price minus fee and reimbursement of expenses to be paid or reimbursed to the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined Purchaser by the Seller and Issuer pursuant to the Purchaser to be necessary to effectuate the transactions contemplated by this Fee Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of PBF Energy, (i) within two Business Days following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the sale of parties set forth in Article VIII (other than such conditions as may, by their terms, only be satisfied at the Securities by Closing or on the Seller to Closing Date) or (ii) at such other place or on such other date as the Purchaser shall occur on or prior to May 30, 2018, as notified parties mutually may agree in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date writing. The day on which the Closing occurs, takes place is referred to as the “Closing Date”; provided, however, the Closing shall be deemed to have been consummated at 11:59:59 p.m. (Eastern time) on the Closing Date (the “Effective Time”). (b) At the Closing, PBF Energy will deliver (or cause to be delivered) the following documents and deliverables to the Partnership: (i) an assignment or assignments effecting the transfer to the Partnership of ownership of all of the Subject Interests together with certificates, if any, representing the Subject Interests and such other documentation as is reasonably required to transfer the Subject Interests to the Partnership; (ii) executed counterparts of the Transportation Services Agreement, the Amended and Restated Omnibus Agreement, the Amended and Restated Operation and Management Services Agreement and the Amended and Restated LLC Agreement, in each case, executed by each party thereto, other than the Partnership or its applicable Subsidiaries; (iii) a certification in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that PBF Energy is not a foreign person; (iv) the Cross Receipt executed by PBF Energy; and (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership and agreed to by PBF Energy prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership will deliver (or cause to be delivered) the following documents and deliverables to PBF Energy or take the following actions: (i) the Seller shall deliver, or cause Cash Distribution to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided PBF Energy by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available U.S. federal funds into the to an account designated specified by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing DepositPBF Energy; (2ii) a certificate duly executed counterparts of the Transportation Services Agreement, the Amended and Restated Omnibus Agreement, the Amended and Restated Operation and Management Services Agreement and the Amended and Restated LLC Agreement, in each case, executed by an authorized signatory of the Purchaser, dated as of Partnership or its applicable Affiliates; (iii) the Closing Date, certifying that Cross Receipt executed by the conditions set forth in Section 4.1 have been satisfiedPartnership; and (3iv) all such other certificates, instruments of conveyance and documents as may be reasonably requested by PBF Energy and instruments, if any, that are mutually determined agreed to by the Seller Partnership prior to the Closing Date to carry out the intent and the Purchaser to be necessary to effectuate the transactions contemplated by purposes of this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The Any closing (hereunder shall take place on the “Closing”) date specified by the Grantee in its Exercise Notice at 9:00 A.M., local time, at the offices of Pircher, Xxxxxxx & Xxxxx, 1999 Avenue of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30Stars, 2018Los Angeles, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occursCalifornia, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliveror, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that if the conditions set forth in Section 4.2 2(a) or 2(b) have not then been satisfied; and (3) all , on the second business day following the satisfaction of such conditions, or at such other documents time and instrumentsplace as the parties hereto may agree (the "Closing Date"). On the Closing Date, if any, that are mutually determined the Grantor will deliver to the Grantee a ------------ certificate or certificates representing the Option Shares in the denominations designated by the Seller Grantee in its Exercise Notice and the Purchaser Grantee will purchase such Option Shares from the Grantor at the price per Option Share equal to be necessary to effectuate the transactions contemplated by Purchase Price. Unless otherwise specified in this Agreement; and (ii) , any payment made by the Purchaser shall deliverGrantee to the Grantor, or cause to be delivered, by the Grantor to the Seller: (1) subject Grantee, pursuant to Section 6.16, a this Agreement shall be made by certified or official bank check or by wire transfer of immediately available funds into the account to a bank designated by the Seller party receiving such funds. (b) Certificates for the Option Shares delivered on the Closing Date will have typed or printed thereon a restrictive legend which will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE VARCO STOCK OPTION AGREEMENT DATED AS OF MARCH 22, 2000, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF VARCO AT ITS PRINCIPAL EXECUTIVE OFFICES." It is understood and agreed that (i) the reference to restrictions arising under the Securities Act of 1933, as amended (the "Securities Act"), in the above -------------- legend will be removed by delivery of substitute certificate(s) without such reference if such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the wire instructions set forth on Securities Act or Grantee has delivered to Grantor a copy of a letter from the Seller’s signature page hereto staff of the Securities and Exchange Commission, or an opinion of counsel in an amount equal form and substance reasonably satisfactory to Grantor and its counsel, to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory effect that such legend is not required for purposes of the Purchaser, dated as Securities Act and (ii) the reference to restrictions pursuant to this Agreement in the above legend will be removed by delivery of substitute certificate(s) without such reference if the Closing Date, certifying that the conditions set forth in Section 4.1 Option Shares evidenced by certificate(s) containing such reference have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by sold or transferred in compliance with the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under provisions of this Agreement due to be made at under circumstances that do not require the Closing have been maderetention of such reference.

The Closing. (a) The closing completion of the purchase and sale of the Shares (the “Closing”) of the sale of the Securities by the Seller to the Purchaser ), shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three a date (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”) concurrent with the closing of the Acquisition, provided that the Company shall have given the Purchaser five (5) Business Days prior notice of such designated Closing Date. At the Closing, the Escrow Agent, on behalf of the Purchaser, shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth on the signature page hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). , provided by Section 4(2) thereof and Rule 506 promulgated thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Registration Statement (as defined below) becomes effective; it being understood that Company’s counsel and its transfer agent may request customary representations from the holder in order to effect the same. The name(s) in which the stock certificate(s) are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds from the Escrow Agent in the full amount of the purchase price of the Shares being purchased hereunder; (b) At the Closing: accuracy of the representations and warranties made by the Purchasers as of the Closing Date; and (ic) the Seller shall deliver, or cause fulfillment of those undertakings of the Purchasers to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing fulfilled prior to the Closing; . The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (2a) each of the representations and warranties of the Company made herein shall be accurate as of the date of this Agreement; (b) the delivery to the Purchaser by each of the U.S. and Spanish counsels to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Agents; (c) receipt by the Purchaser of a certificate duly executed by an authorized signatory the chief executive officer and the chief financial or accounting officer of the SellerCompany, dated as of the Closing Date, certifying to the effect that the conditions representations and warranties of the Company set forth in Section 4.2 have been satisfiedherein were true and correct as of the Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; and (3d) all such other documents and instrumentseach of the Company, if any, that are mutually determined by the Seller Purchaser and the Purchaser Escrow Agent shall have executed that certain Escrow Agreement in substantially the form attached hereto as Exhibit B and (e) the fulfillment of those undertakings of the Company to be necessary fulfilled prior to effectuate the transactions contemplated Closing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by this Agreement; and any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company pursuant to the respective Agreements to which they are parties. The Company’s and the Purchaser’s obligations hereunder are conditioned on (a) (i) shareholder approval of the issuance and sale of the Shares, and (ii) the Purchaser shall deliver, or cause valid waiver of the shareholders’ preemptive right to be delivered, to subscribe for the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller Shares in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory provisions of the PurchaserSpanish “Ley de Sociedades Anonimas — Real Decreto 1564/1989 (the “Spanish Corporation Law”) (clauses (i) and (ii) together, dated as the “Shareholder Approval”), and (b) the closing of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeAcquisition.

The Closing. (a) The closing transactions contemplated by this Agreement shall be consummated (the “Closing”) at the offices of Xxxxxxx Xxxxxx & Xxxxxxx LLP in Chicago, Illinois on the sale of date hereof , or such other place, time and date as the Securities by the Seller to the Purchaser parties shall occur on or prior to May 30, 2018, as notified agree in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the writing. The time and date on which the Closing occurs, is actually held is referred to herein as the “Closing Date”).” The Closing shall be effective at 6:00 p.m. BST on the Closing Date. (b) At the Closing, Buyer shall deliver to Seller each of the following: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the ClosingClosing Cash Consideration; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliverReimbursement Amounts, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a by wire transfer of immediately available funds into to the same account designated by Seller for receipt of the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing DepositClosing Cash Consideration; (2iii) a certificate duly executed by an authorized signatory Buyer’s portion of the Purchaser, dated as Transfer Taxes payable by reason of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this AgreementAgreement (other than any tax based on income), which is estimated to be $12,162.59, by wire transfer of immediately available funds to the same account designated by Seller for receipt of the Closing Cash Consideration; (iv) a certificate representing the Closing Shares; (v) certified copies of the resolutions duly adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Additional Agreements and the consummation of the transactions contemplated hereby and thereby; (vi) the Additional Agreements duly executed by Buyer. (c) Unless otherwise agreed At the Closing, Seller shall deliver to Buyer each of the following: (i) physical possession of all the Purchased Assets capable of passing by delivery with the intent that title in writing such Purchased Assets shall pass upon such delivery; (ii) all consents, waivers or approvals listed on Schedule 4.2 hereto; (iii) certified copies of the resolutions duly adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Purchaser, all actions at Additional Agreements and the consummation of the transactions contemplated hereby and thereby; (iv) good standing certificates for Seller from the Registrar of Companies for England and Wales dated not more than ten (10) days prior to the Closing are inter-dependent Date; (v) all Records; (vi) such other bills of sale, assignments and will other instruments of transfer or conveyance as Buyer may reasonably request or as may be deemed otherwise necessary to take place simultaneously evidence and no effect the sale, assignment, transfer, conveyance and delivery or payment will be deemed of the Purchased Assets to have been made until all deliveries and payments under this Agreement due to be made at Buyer; and (vii) the Closing have been madeAdditional Agreements duly executed by Seller.

The Closing. (a) The closing consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the third Business Day following the satisfaction or waiver of all of the sale of conditions to the Securities parties’ respective obligation to consummate the Transaction (other than conditions with respect to actions to be taken by the Seller to parties at Closing) or at such place or on such date as may otherwise be mutually agreed by Buyer and the Purchaser shall occur on or prior to May 30Company, 2018but in no event later than August 6, as notified in writing by the Purchaser to the Seller at least three 2010 (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). The Closing will be effective as of 5:00 p.m. (local time at the Facility) on the Closing Date. (b) At Subject to the conditions set forth in this Agreement, at the Closing: (i) Seller will deliver to Buyer the Seller shall deliver, or cause to be delivered, to the Purchaserfollowing items: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2A) a certificate duly executed by of an authorized signatory appropriate officer of the Seller, Company dated as of the Closing Date, certifying Date stating that the conditions set forth in subsections (a) through (h) of Section 4.2 7.1 have been satisfied; (B) the text of the resolutions adopted by the Board of Managers of the Company authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Company; (C) the Indemnification Escrow Agreement, duly executed by Seller; (D) the Required Consents, all duly executed by all appropriate parties; (E) the assignment and assumption agreement and xxxx of sale, in the form attached as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller; (F) a limited warranty deed (or deeds, as applicable) for the Owned Real Property in the form of Exhibit D, duly executed by the Company; (G) assignment of the Acquired Intellectual Property in the form of Exhibit E, together with other agreements, instruments, certificates and other documents necessary or appropriate to assign all of Seller’s rights and interests in and to the Acquired Intellectual Property to Buyer, duly executed by Seller; (H) appropriate instruments of transfer for the Acquired Assets subject to certificates of title, duly executed by Seller; (I) assignments and assumptions or other appropriate documents (in form reasonably acceptable to Buyer) for the Acquired Leases, if any, and other Acquired Assets under leases accompanied by attornment and estoppel certificates, as the case may be, duly executed by the Company and any other appropriate parties; (J) a FIRPTA certificate in the form of Exhibit F, duly executed by the Company, for purposes of satisfying Buyer’s obligations under Treasury Regulations Section 1.1445-2; (K) originals of all Acquired Contracts, together with all amendments thereto; (L) payoff and release letters from creditors of the Company with respect to the Acquired Assets, and all other agreements, instruments, certificates and other documents necessary or appropriate to release and terminate any and all Encumbrances (including Tax liens but excluding Permitted Encumbrances) against and on the Acquired Assets, duly executed by the appropriate parties; (M) UCC-3 termination statements with respect to any financing statements filed against the Business or any of the Acquired Assets, terminating all Encumbrances on any of the Acquired Assets, duly executed by the appropriate parties; (N) the Records; (O) that certain Agreement Regarding Turbine Lease, dated as of the date hereof, duly executed by Seller, Buyer and Citizens First National Bank, a national banking association (“Citizens First”); and (3P) all such other certificates, instruments or documents as Buyer may reasonably request, as are required pursuant to the provisions of this Agreement or as otherwise are necessary or appropriate to transfer the Acquired Assets and instrumentsAssumed Liabilities in accordance with the terms and conditions hereof and consummate the Transaction, if anyand to vest in Buyer and its successors and assigns full, that are mutually determined complete, absolute, legal and equitable title to the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, including, without limitation, a Seller’s Affidavit, in form approved by the Buyer, Seller and the Purchaser title company issuing Buyer’s owner’s title insurance policy, in order for such title company to issue such title policy without exception for any matters which are customarily removed by such title company’s receipt of a standard seller’s affidavit. All actions to be necessary to effectuate taken by the Company in connection with consummation of the transactions contemplated by this Agreement; andAgreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyer. Seller shall also pay as soon as practicable after the Closing Date all unsecured creditors of the Company, including all unsecured creditors shown on the Unsecured Creditor List. (ii) the Purchaser shall deliver, or cause to be delivered, Buyer will deliver to the SellerCompany the following items: (1A) subject to Section 6.16, a the Cash Payment by wire transfer of immediately available funds into the funds, to an account designated specified by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal not less than two Business Days prior to the Aggregate Purchase Price minus the Signing DepositClosing Date; (2B) a certificate duly executed by of an authorized signatory appropriate officer of the Purchaser, Buyer dated as of the Closing Date, certifying Date stating that the conditions set forth in subsections (a) through (d) of Section 4.1 7.2 have been satisfied; (C) the text of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer; (D) the Indemnification Escrow Agreement, duly executed by Buyer; (E) the Assignment and Assumption Agreement, duly executed by Buyer; (F) assignments and assumptions or other appropriate documents for the Acquired Leases, if any, and other Acquired Assets under leases, duly executed by Buyer; (G) such other certificates, instruments or documents as the Company may reasonably request, as are required pursuant to the provisions of this Agreement or as otherwise are necessary or appropriate to transfer the Acquired Assets and Assumed Liabilities in accordance with the terms and conditions hereof and consummate the Transaction, and to vest in Buyer and its successors and assigns full, complete, absolute, legal and equitable title to the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances; and (3H) all such other documents that certain Agreement Regarding Turbine Lease, dated as of the date hereof, duly executed by Seller, Buyer and instruments, if any, that are mutually determined by Citizens First. (iii) Buyer will deliver the Seller and Indemnification Escrow Deposit to the Purchaser Escrow Agent in accordance with the terms of the Indemnification Escrow Agreement. All actions to be necessary to effectuate taken by Buyer in connection with consummation of the transactions contemplated by this AgreementAgreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to the Company. (c) Unless otherwise agreed in writing All items delivered by the Seller and the Purchaser, all actions parties at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made delivered simultaneously, and no items will be deemed delivered until all deliveries and payments under this Agreement due to be made at the Closing have been madedelivered or waived.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place by conference call and by exchange of signature pages by email or other electronic transmission (i) on the date of the sale “Closing” (as defined in and pursuant to the terms and conditions of the Securities Merger Agreement) of the Merger provided that the conditions set forth in Article VII (other than any such conditions that by their nature are to be satisfied at the Seller Closing) shall have been satisfied or, to the Purchaser shall occur on or prior to May 30extent permitted by Law, 2018, as notified in writing by the Purchaser to the Seller waived at least three (3) Business Days prior to the Closing, and subject to the satisfaction or, to the extent permitted by Law, waiver of all of the conditions set forth in advance Article VII at the Closing, or (the ii) at such other date as may be agreed to in writing by Seller and Buyer. The date on which the Closing occurs, actually takes place is referred to as the “Closing Date.”). (b) At the Closing, Seller will deliver the following documents and deliverables to Buyer: (i) an assignment or assignments effecting the Seller shall deliver, or cause transfer to be delivered, to the Purchaser: (1) evidence Buyer of ownership of all of the credit of Purchased Interest together with certificates, if any, representing the Securities Purchased Interest, each in form and substance reasonably acceptable to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the ClosingBuyer; (ii) resolutions of the Board of Directors of Seller approving the transactions contemplated hereby; (iii) certificates of good standing and existence as of a recent date with respect to the General Partner; (iv) resignations of directors and officers of the General Partner as specified by the Buyer in writing at least two (2) a certificate duly executed by an authorized signatory of the Seller, dated as of Business Days before the Closing Date, certifying that ; (v) revocations of any powers of attorney granted by the conditions set forth in Section 4.2 have been satisfiedGeneral Partner; (vi) certificates required by Article VII; and (3vii) all such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer and instruments, if any, that are mutually determined agreed to by Seller prior to the Seller Closing Date to carry out the intent and the Purchaser to be necessary to effectuate the transactions contemplated by purposes of this Agreement; and (iic) At the Purchaser shall deliverClosing, or cause Buyer will deliver the following documents and deliverables to be delivered, to the Seller: (1i) subject to Section 6.16resolutions of the applicable managers, a wire transfer directors and equity holders of immediately available funds into Buyer as required for approval of the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposittransactions contemplated hereby; (2ii) a certificate duly executed certificates required by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedArticle VII; and (3iii) all such other documents and certificates, instruments, if any, that are mutually determined and documents as may be reasonably requested by the Seller and agreed to by Buyer prior to the Purchaser Closing Date to be necessary to effectuate carry out the transactions contemplated by intent and purposes of this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (the “Closing”) of the purchase and sale of the Securities by Acquired Assets and assumption of the Seller Assumed Liabilities hereunder (collectively, the “Purchase and Assumption”) shall, subject to Section 10.5, take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the second Business Day after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 (other than conditions relating solely to the Purchaser shall occur on delivery of documents to be dated the Closing Date) has been satisfied or prior to May 30, 2018, waived in accordance with the terms of this Agreement or at such other date or location as notified the parties hereto jointly designate in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) , the Seller Purchaser and Purchaser Parent shall, and the Parent shall deliverand shall cause the Sellers and the Trustee to, deliver or cause to be delivereddelivered to each other instruments of sale, to the Purchaser: (1) evidence assignment, transfer, amendment and conveyance of the credit of Acquired Assets and the Securities to Assumed Liabilities, respectively, in substantially the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions forms set forth in Section 4.2 have been satisfied; and (3) all such other documents Annexes C and instrumentsD, if anyas appropriate, that are mutually determined appropriately executed by the Seller Sellers, the Trustee, the Purchaser and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; andParent. (iic) At the Closing, the Purchaser shall deliver, or cause to be delivered, to pay the Seller: (1) subject to Section 6.16, a Estimated Purchase Price by wire transfer of immediately available funds into (in U.S. dollars) prior to 11:00 a.m. Eastern time on the Closing Date to an account or accounts specified by the Parent at least one Business Day prior to the Closing Date. (d) In the event that the Closing occurs after the Merger Closing, the Purchaser shall pay the Estimated Purchase Price by wire transfer of immediately available funds (in U.S. dollars) prior to 11:00 am Eastern time on the Closing Date to the Escrow Agent. Upon receipt by the Escrow Agent of a certificate from the Parent to the effect that the Estimated Purchase Price, together with any additional funds made available by the Parent or its Affiliates at Closing, is sufficient to cause Sections 7.2(f) and (g) to be satisfied upon release of all or a portion of the Estimated Purchase Price to the Parent or a third party designated by the Seller in accordance with Parent, including to any lender or agent acting on behalf of the wire instructions set forth on lenders under the Seller’s signature page hereto in an amount equal terms of any Merger Financing Arrangement, the Escrow Agent shall release the Estimated Purchase Price to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all Parent and/or such other documents and instruments, if any, that are mutually determined third party designated by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeParent.

The Closing. (a) The closing Closing will take place at a time and on and as of the date of this Agreement (the “Closing”) of "Closing Date"). The Closing will be held by telephone, at which time the sale of documents and instruments necessary or appropriate to effect the Securities by the Seller transactions contemplated herein to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurswill be exchanged by E-mail or facsimile transmission, with original counterparts to follow by next business day courier delivery. Except as otherwise provided herein all actions taken at the “Closing Date”)will be deemed to be taken simultaneously. (b) At the Closing: (i) the , Seller shall deliver, deliver or cause to be delivered, delivered to the Purchaser:Purchasers stock certificates for the Purchased Shares, endorsed in blank and bearing medallion signature guarantees, and an assignment of the Related Party Loans. Promptly after the Closing, the stock certificates delivered to the Purchasers at the Closing will be presented to the transfer agent for the Company's Common Stock for registration of transfer into the names of the Purchasers and for the respective numbers of Purchased Shares indicated on Annex 1.1(b)(1) hereto. Each stock certificate received at the Closing by the Purchasers and each stock certificate received upon the registration of transfer thereof shall bear the legends (the "Legends") set forth in Annex 1.1(b)(2) hereto. (1c) evidence Attached hereto as Annex 1.1(c) is a copy of the credit of registration agreement to which the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal Purchased Shares are subject. (d) At Custodian instructions provided by the Purchaser to the Seller in writing or prior to the Closing;, the Purchasers shall wire transfer immediately available funds in the aggregate amount of Two Hundred Eighty Three Thousand Four Hundred Thirty Dollars ($283,430) to Seller. Of this amount, Two Hundred Fifty Four Thousand Five Hundred Seventeen and 30/100 Dollars ($254,517.30) represents the purchase price of the Purchased Shares (at Thirty Cents ($.30) per share) and Twenty Eight Thousand Nine Hundred Twelve and 70/100 Dollars ($28,912.70) represents advances to the Company on behalf of the Purchasers to pay certain liabilities of the Company agreed to be paid by the Purchasers. At the Closing, the Company will deliver a Convertible Promissory Note in the form of Annex 1(d) hereto to evidence such advance. (2e) a certificate duly executed by an authorized signatory At the Closing, Seller shall cause the director of the Seller, dated as of the Closing Date, certifying Company: (i) to acknowledge that the conditions set forth in Section 4.2 Company does not have been satisfiedany liability to him after the Closing; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) to agree to remain director and officer of the Purchaser shall deliver, or cause Company until ten (10) days after the Company files with the Commission and mails to be delivered, its shareholders a Schedule 14F-1 (the "Schedule 14F-1") pursuant to Rule 14f-1 promulgated by the Commission under the Securities Exchange Act of 1934 (the "Exchange Act") and to resign as director of the Company at the end of such ten-day period; (iii) to appoint Xxxx X. Xxxxxxx to the Seller: (1) subject to Section 6.16, a wire transfer Board of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory Directors of the PurchaserCompany; and (iv) to vote in favor of electing Xxxx X. Xxxxxxx as President, dated Chief Executive Officer and Chief Financial Officer and Xxxxx X. Xxxxxxxxxx as Secretary of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeCompany.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of CKR Law LLP, in New York, New York, commencing at 10:00 a.m. local time, or via the exchange of electronic signature pages, on such date as all of the sale conditions to the obligations of the Securities by Parties to consummate the Seller transactions contemplated hereby have been satisfied or waived, on such mutually agreeable later date as soon as practicable after the satisfaction or waiver of all conditions (excluding the delivery of any documents to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller be delivered at least three (3) Business Days in advance (the date on which the Closing occurs, by any of the Parties) set forth in Article V hereof (the “Closing Date”). . Notwithstanding the foregoing, the Parties hereto agree that to the extent possible (a) the acquisition of the Purchased Assets and assumption of the Assumed Liabilities shall be treated for all purposes as if it had been consummated on January 1, 2016 (the “Effective Closing Date”), (b) At the Closing: (i) Buyer shall be treated as the owner of the Purchased Assets and the Business of the Seller shall deliver, or cause to be delivered, to and its Subsidiaries on and after the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Effective Closing Date, certifying that and (c) the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by results of operations of the Business of the Seller and its Subsidiaries on and after the Purchaser to Effective Closing Date shall be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, attributed to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of Buyer. In no event shall the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to Closing Date be necessary to effectuate later than February 5, 2016 (the transactions contemplated by this Agreement (c) Unless “Outside Closing Date”), unless otherwise agreed approved in writing by each of the Seller Stockholders and the PurchaserBuyer. As used in this Agreement, all actions at the Closing term “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in the state of New York are inter-dependent and will be deemed required or authorized by applicable Law to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeclose.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Norton Xxxx Xxxxxxxxx, 000 0xx Xxxxxx XX, Xxxxx 0000, Xxxxxxxxxx, X.X. 00000, at 10:00 a.m., Eastern Standard Time, on the last Business Day of the sale month following full satisfaction or due waiver of all of the Securities closing conditions set forth in Article 9 (other than those that, by their nature, are to be satisfied at the Seller Closing) or on such other date or at such other place (including remotely via the exchange of executed documents and other deliverables) as is mutually agreeable to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by Buyer and the Purchaser to the Seller at least three (3) Business Days in advance (the Sellers. The date on which of the Closing occurs, is referred to herein as the “Closing Date”).” The execution and delivery of this Agreement and the other agreements, documents, certificates or instruments to be delivered by the parties at the Closing, may be accomplished via facsimile, portable document format, overnight delivery or courier services as the parties may agree. The Closing will be effective, and all documents will be deemed executed and delivered, and all actions and proceedings will be deemed taken, simultaneously as of 12:01 a.m., Eastern Standard Time, on the Closing Date. (b) At Upon the terms and subject to the conditions set forth in this Agreement, the parties hereto shall consummate the following transactions as of the Closing: (i) the Seller Parent shall deliver, or cause to be delivered, deliver to the Purchaser: (1) evidence Buyer an executed assignment document, in the form of Exhibit H, transferring the credit of the Securities Membership Interest to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the ClosingBuyer; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser Buyer shall deliverpay the Estimated Purchase Price by making the payments in such amounts and to such payees as specified in the Flow of Funds, or cause including, without limitation, in respect of: (A) the Escrow Amount, (B) the Closing Indebtedness to be delivered, to the Seller: (1) subject paid at Closing pursuant to Section 6.162.02(c)(i), a wire transfer of immediately available funds into (C) the account designated Closing Pension/OPEB Shortfall, (D) the Closing Transaction Costs, (E) liquidated sums required to remove Exceptions as contemplated by Section 6.05(b)(ii), and (F) the Seller in accordance with the wire instructions set forth Proceeds on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory basis of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedEstimated Purchase Price; and (3iii) all the Buyer and the Sellers shall make such other documents deliveries as are required by, and instrumentsin accordance, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madewith Article 9.

The Closing. (a) The closing Subject to the satisfaction or waiver of the conditions for the Closing set forth in this Section 2.02, the Closing (the “Closing”) of the purchase and sale of the Securities by hereunder shall take place remotely via the Seller to electronic exchange of documents and signatures at 10:00 a.m. Eastern time on the Purchaser shall occur on date hereof, or prior to May 30at such other place, 2018, time or date as notified may be mutually agreed upon in writing by the Purchaser to Company and the Seller at least three (3) Business Days in advance Purchasers (the date on which the Closing actually occurs, the “Closing Date”). (b) At To effect the purchase and sale of the Securities, upon the terms and subject to the conditions set forth in this Agreement, at or before the Closing the Company shall: (i) duly file, or cause to be duly filed, the Certificate of Designation with the Secretary of State of the State of Delaware and deliver a certified copy of the Certificate of Designation that was duly filed with the Secretary of State of the State of Delaware to each Purchaser; and (ii) deliver or cause to be delivered to each Purchaser: (A) evidence of issuance of the Preferred Shares to such Purchaser in a form reasonably acceptable to such Purchaser, credited to book-entry accounts maintained by the transfer agent of the Company, free and clear of any liens, other than transfer restrictions under this Agreement, the Certificate of Designation and applicable federal and state securities laws and those created by such Purchaser; (B) duly executed counterpart signature pages to the warrant certificate representing the Warrants issued to such Purchaser; (C) duly executed counterpart signature pages to the Amended and Restated Stockholders Agreement, by and among the Company and the other parties named therein, in substantially in the form attached hereto as Exhibit C (the “Stockholders Agreement”); and (D) any other customary documents or certificates reasonably requested by the Purchasers which are reasonably necessary to give effect to the Closing. (c) To effect the purchase and sale of the Securities, upon the terms and subject to the conditions set forth in this Agreement, at or before the Closing each Purchaser shall: (i) cause a wire transfer to be made in same day funds to an account of the Company designated in writing by the Company to the Purchasers in an amount equal to the Purchase Price for the applicable Securities; (ii) deliver or cause to be delivered to the Company a duly completed and executed IRS Form W-9 or applicable IRS Form W-8, as applicable; (iii) deliver or cause to be delivered to the Company a duly executed counterpart signature page to the warrant certificate representing the Warrants issued such Purchaser; and (iv) in the case of Eclipse, deliver or cause to be delivered to the Company a duly executed counterpart signature page to the Stockholders Agreement. (d) The obligations of the Company and each Purchaser to consummate the Closing are subject to the satisfaction or waiver of the following conditions: (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the Closing. (e) The obligations of each Purchaser to consummate the Closing are subject to the satisfaction or waiver of the following conditions: (i) the Company shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing and shall have delivered to each Purchaser all instruments, agreements and other items required to be delivered by the Company at or prior to the Closing; (ii) the expense reimbursement contemplated by Section 4.11 shall have been satisfied (which shall be substantially simultaneous with the Closing); and (iii) (A) the Company shall have filed with the NYSE a SLAP for the listing of the shares of Company Common Stock issuable upon conversion or exercise of such Securities, (B) the NYSE shall have approved such SLAP subject to notice of issuance and (C) the NYSE shall have informed the Company that the issuance and conversion or exercise of the Securities will not require stockholder approval, except as contemplated in Section 4.14. (f) The obligations of the Company to sell and issue the Securities to each Purchaser are subject to the satisfaction or waiver of the following conditions as of the Closing: (i) the Seller such Purchaser shall deliver, or cause have performed and complied in all material respects with all agreements and obligations required by this Agreement to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance performed or complied with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing it on or prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The Subject to the earlier termination of this Agreement pursuant to Article 9, the closing of the First Merger (the “Closing”) shall take place by teleconference or through electronic exchange of transaction documents at 10:00 a.m. California time on the third Business Day after the satisfaction or waiver (to the extent permitted by Law) of the sale of the Securities conditions set forth in Article 8 (other than those conditions that, by the Seller their terms, are to be satisfied by action to be taken at Closing, but subject to the Purchaser shall occur on satisfaction or prior to May 30, 2018, as notified in writing by the Purchaser waiver (to the Seller extent permitted by Law) of those conditions), or at least three (3) Business Days such other place, time or date as Parent and the Company agree in advance (the writing. The date on which the Closing occurs, occurs is referred to herein as the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of . On the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all Date or at such other documents later date and instruments, if any, that are time as may be mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller Company and Parent, the Company and Merger Sub I shall cause the First Merger to be consummated by filing a certificate of merger, in substantially the form attached hereto as Exhibit F (the “First Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the DGCL. The time of such filing and acceptance by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent and the Purchaser, all actions at Company prior to the Closing are inter-dependent and will specified in the First Certificate of Merger, shall be deemed referred to take place simultaneously herein as the “Effective Time”. As soon as practicable after the Effective Time, but in all cases within one (1) Business Day thereafter, the Surviving Corporation and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due Merger Sub II shall cause the Second Merger to be made at consummated by filing a certificate of merger, in substantially the form attached hereto as Exhibit G (the “Second Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA. The time of such filing and acceptance by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent and the Company prior to the Closing have been madeand specified in the Second Certificate of Merger, shall be referred to herein as the “Second Effective Time”.

The Closing. (a) The closing of the purchase and sale of all the Sale Securities and the transactions contemplated hereby (the “Closing”) shall take place remotely via the exchange of documents and signatures on a date to be specified by the Parties in writing, which shall be no later than the fifteenth (15th) Business Day after the satisfaction or waiver of the sale last of the Securities conditions set forth under Section 4 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Seller Closing, but subject to the Purchaser shall occur on satisfaction or prior to May 30, 2018, waiver of such conditions at the Closing) or such other date as notified in writing may be agreed by all the Purchaser to the Seller at least three (3) Business Days in advance (the Parties. The date on which the Closing occurs, actually takes place is referred to in this Agreement as the “Closing Date”). (b) At the Closing: (i) the Seller shall shall, subject to the satisfaction of the Purchaser’s obligations under Section 1.2(b)(ii), deliver, or cause to be delivered, to the Purchaser: (1A) evidence a certified true copy of the credit register of members of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the SellerIssuer, dated as of the Closing Date and duly certified by the registered office provider of the Issuer, evidencing the ownership by the Purchaser of the Sale Securities as of the Closing Date; (B) a copy of the share certificate(s) in the name of the Purchaser, certifying dated as of the Closing Date and duly executed on behalf of the Issuer, evidencing the ownership by the Purchaser of the Sale Securities as of the Closing Date (each, a “Share Certificate”); provided that the conditions set forth in Section 4.2 have been satisfiedSeller shall deliver, or cause to be delivered, the original Share Certificate with respect to the Sale Securities to the Purchaser within ten (10) Business Days of the Closing Date; and (3C) all such other documents and instrumentsa copy of the share transfer form, if any, that are mutually determined duly executed by the Seller and Seller, in respect of the Purchaser to be necessary to effectuate transfer of the transactions contemplated by this Agreement; andSale Securities, substantially in the form attached hereto as Schedule B. (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.16without any set-off, a wire transfer of counterclaim, retention, withholding or deduction, immediately available funds by wire transfer into the an account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to (1) the Aggregate Purchase Price Price, minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions amount set forth in Section 4.1 have been satisfiedunder the column entitled “Holdback Amount” on Schedule A hereto (the “Holdback Amount”); and (3B) all such other documents and instrumentsa copy of the share transfer form, if any, that are mutually determined duly executed by the Seller and Purchaser, in respect of the Purchaser to be necessary to effectuate transfer of the transactions contemplated by this AgreementSale Securities, substantially in the form attached hereto as Schedule B. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, (i) all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made, and (ii) the Purchaser shall not be obliged to proceed to Closing unless the purchase of all the Sale Securities is completed simultaneously.

The Closing. (a) The closing (the “Closing”) Provided each of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities conditions to the Purchaser’s account in accordance obligation to proceed with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have 4.1 has been satisfied; and (3) all such other documents and instrumentssatisfied or waived, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser Closing shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth take place on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory fifth Business Day after each of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedsatisfied or waived, in Milan, Italy, or such other time or place agreed upon by the Parties. At the Closing, the following shall occur: (a) each of the Sellers shall, and shall cause Vimercati to, (x) endorse their respective shares of the Stock in favor of the Purchaser, (y) deliver such shares to the Purchaser and (z) cause a director of the Company to record the transfer of the Stock on the stock ledger of the Company; (b) the Sellers shall cause the Company to make available to the Purchaser all books of account, minute books, stock ledger, and all other records of the Company; (c) the Purchaser shall pay the Price to the each of the Sellers and Vimercati by wire transfer into such bank accounts as shall be notified to the Purchaser by the Sellers reasonably prior to the Closing; (d) the Sellers shall deliver to the Purchaser the documents referred to in Section 4.1; (e) the Sellers shall deliver to the Purchaser executed letters from each member of the Board of Directors and the Board of Auditors of the Company whereby each such member resigns from his/her respective position on the Board and waives any compensation except for already accrued fees; and (3f) all such other documents a shareholders’ meeting of the Company shall be held in order to appoint the new Board of Directors and instruments, if any, Board of Auditors of the Company. The Parties agree that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing shall not be considered as completed unless all the above activities are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeduly fulfilled.

The Closing. (a) The closing of the purchase and sale of the Sale Shares and the other transactions contemplated hereby (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three take place within fifteen (315) Business Days in advance after all the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other date on which as may be agreed by the Closing occurs, Parties (the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1A) evidence a copy of the credit shareholder statements of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided Issuer issued by the Transfer Agent and evidencing the Purchaser to has been registered as the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory sole owner of the Seller, dated Sale Shares as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and; (3B) all such other documents and instruments, if any, that are mutually determined by a copy of the director resolutions of the Seller duly authorizing and the Purchaser to be necessary to effectuate approving this Agreement and the transactions contemplated by this Agreementhereby; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.16, a wire transfer of immediately available funds in the amount of the Purchase Price by wire transfer into the an account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal a written notice delivered to the Aggregate Purchase Price minus the Signing Deposit; Purchaser at least fifteen (215) a certificate duly executed by an authorized signatory of the Purchaser, dated as of Business Days prior to the Closing Date, certifying that Date in substantially the conditions set forth in Section 4.1 have been satisfiedform attached hereto as Exhibit A; and (3B) all such other documents and instruments, if any, that are mutually determined by a copy of the Seller and director resolutions of the Purchaser to be necessary to effectuate duly authorizing and approving this Agreement and the transactions contemplated by this Agreementhereunder. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (Closing shall take place at the “Closing”) offices of the sale of the Securities by the Seller to the Purchaser shall occur Xxxxx XxXxxxx LLP in Indianapolis, Indiana commencing at 9:00 a.m. local time on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occursDate. All transactions at the Closing shall be deemed to take place simultaneously, the “Closing Date”)and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, deliver to the Purchaser: (1) evidence of Buyer the credit of the Securities various certificates, instruments, and documents referred to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and5.1; (ii) the Purchaser Buyer shall deliverdeliver to the Seller the various certificates, instruments, and documents referred to in Section 5.2; (iii) the Seller shall execute and deliver to the Buyer a xxxx of sale in substantially the form attached hereto as Exhibit A, and such other instruments of conveyance (such as assigned certificates or cause documents of title) as the Buyer may reasonably request in order to be deliveredeffect the sale, transfer, conveyance, and assignment to the Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit B and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Seller: (1) subject to Section 6.16, a payable by wire transfer or other delivery of immediately available funds into the to an account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal at least two days prior to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth Closing Payment Amount; (vi) the Seller shall deliver to the Buyer, or otherwise put the Buyer in Section 4.1 have been satisfiedpossession and control of, all of the Acquired Assets of a tangible nature; (vii) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; and (3viii) all such other documents the Buyer and instruments, if any, that are mutually determined by the Seller shall execute and deliver to each other a license agreement in substantially the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.form attached hereto as Exhibit C.

The Closing. (a) The closing of the issuance, sale and purchase of the Debentures (the “"Closing”") shall take place on June 11, 1998, at the offices of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30Artex & Xaddxx, 2018XXP, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs1717 Xxxx Xxxxxx, the “Closing Date”)Xxx. 0000, Xxxxxx, Xxxxx xx 10:00 a.m., local time. (b) At the Closing: , (ix) the Seller Company shall deliverdeliver to the Purchasers the Debentures in the aggregate principal amount of $6,000,000, or cause and (y) the Purchasers shall deliver to the Company, by direct payment to Avantel at the direction of the Company, $250,000 of the New Advance. In addition, at the Closing, the Purchasers shall deliver a statement of the Estimated Expense Reimbursement Fee (which is expected to be deliveredapproximately $35,000), which sum shall be deemed advanced by the Purchasers to the Purchaser: (1) evidence Company as part of the credit New Advance at the Closing. From time to time after the Closing, the Purchasers shall advance to the Company the remaining portion of the Securities New Advance not advanced (or deemed advanced) at the Closing, upon receipt of written request thereof from the Company, provided no Default or Event of Default then exists. The Company and the Purchasers hereby agree that notwithstanding the $6,000,000 aggregate stated principal balance of the Debentures issued at the Closing, interest shall only accrue on the New Advance from the various dates the proceeds thereof are advanced (or deemed advanced) to the Purchaser’s account Company in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory terms of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement. (c) Unless otherwise agreed In addition to the deliveries specified in writing by the Seller and the Purchasersubsection (b) above, all actions at the Closing are inter-dependent the Company shall deliver to the Purchasers the Closing Shares, and will the Purchasers shall deliver to the Company $24 in the aggregate, representing the purchase price of the Closing Shares. (d) If at the Closing any of the conditions specified in Section 7 to be deemed fulfilled at or prior to take place simultaneously and no delivery or payment will be deemed to the Closing shall not have been made until fulfilled, each of the Purchasers shall, at its election, be relieved of all deliveries and payments of its obligations under this Agreement due to be made performed at the Closing without thereby waiving any other rights such Purchaser may have been madeby reason of such failure or such nonfulfillment. (e) Immediately preceding the Closing the Purchasers shall deliver to the Company a Schedule setting forth the allocation among the Purchasers of the Debentures and Closing Shares to be acquired pursuant to the terms hereof.

The Closing. (a) The closing of the Repurchase (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur take place on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which hereof or at such time and place as the Closing occurs, Company and Holders mutually agree (the “Closing Date”). (b) . At the Closing: (i) a. the Seller Company shall deliver, pay or cause to be deliveredpaid to each Holder, by wire transfer of immediately available funds to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided or accounts designated by the Purchaser to the Seller Holder in writing prior to the Closing;, the Consideration; and (2) a certificate duly executed b. each Holder shall deliver to the Trustee the Repurchased Notes being sold by an authorized signatory of the Seller, dated such Holder as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and Exhibit A, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (3“Encumbrances”) all such (other documents than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and instrumentsthose arising solely under the Securities Act of 1933, if anyas amended, that are mutually determined and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and the Trustee, or by means of the book-entry transfer procedures of the Depositary Trust Company, as depository for the Notes, or by means of transfer acceptable to the Company, against payment by the Seller Company of the Consideration. c. Upon consummation of the Repurchase, the Company will instruct the Trustee to cancel the Repurchased Notes, and thereafter the Purchaser Repurchased Notes shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be necessary to effectuate conferred in this Repurchase Agreement shall survive the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory dissolution of the PurchaserHolders and any representation, dated as warranty, undertaking and obligation of the Closing DateHolders hereunder shall be binding upon the respective trustees in bankruptcy, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents legal representatives, successors and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeassigns of a Holder.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Holland & Knight LLP (“H&K”) in Dallas, Texas, at 10:00 a.m. on March 31, 2014 or the first (1st) Business Day following March 31, 2014 and full satisfaction or due waiver of all of the sale closing conditions set forth in ARTICLE 9 hereof (other than those to be satisfied at the Closing, but subject to the satisfaction thereof) or on such other date as is mutually agreeable to the Buyer and Seller Representative; provided, however, that the Closing need not be in person. The date of the Securities by the Seller Closing is referred to the Purchaser shall occur on or prior to May 30, 2018, herein as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date.”). (b) At Upon the terms and subject to the conditions set forth in this Agreement, the parties hereto shall consummate the following transactions as of the Closing: (i) the Seller Sellers shall deliver, or cause to be delivered, deliver to the Purchaser: (1) evidence of Buyer certificates representing the credit of Shares, and stock powers, executed in blank, transferring the Securities Shares to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the ClosingBuyer; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser Buyer shall deliver, or cause to be delivered, deliver to the Seller: (1) subject to Section 6.16Seller Representative, a on behalf of the Sellers, by wire transfer of immediately available funds into to the account account(s) and in the amounts designated by the Seller Representative, the Estimated Purchase Price less the Escrow Amount; (iii) the Buyer shall deliver to Xxxxx Fargo Bank, National Association (the “Escrow Agent”), the Escrow Amount by wire transfer of immediately available funds to the accounts designated therefor in the Escrow Agreement, substantially in the form attached hereto as Exhibit C (the “Escrow Agreement”); (iv) the Buyer shall pay on behalf of the Company or cause the Company to repay, all Funded Indebtedness of the Company in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedterms thereof; and (3v) all the Buyer, the Company and the Sellers shall make such other documents deliveries as are required by and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeaccordance with ARTICLE 9 hereof.

The Closing. (a) The closing of the Sale (the “Closing”) shall, subject to the satisfaction or waiver of the sale conditions set forth in Article VIII, be held at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at Four Times Square, New York, New York (or such other place or places as the parties may mutually agree), (A) on the third Business Day after all the conditions precedent set forth in Article VIII are satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing (provided such conditions would be so satisfied)) or (B) on such other date as the parties may mutually agree in writing; provided, however, that notwithstanding the satisfaction or waiver of the Securities by conditions set forth in Article VIII, Buyer shall not be obligated to effect the Seller Closing prior to the Purchaser shall occur earlier of (i) the third (3rd) Business Day following the final day of the Marketing Period and (ii) a date during the Marketing Period to be specified by Buyer on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least no fewer than three (3) Business Days’ prior written notice to Seller (but, subject in such case, to the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing (provided such conditions would be so satisfied)). In any instance in which Seller decides to extend the Closing Date in accordance with clause (y) in the immediately preceding sentence, Seller shall provide written notice to Buyer at least two (2) Business Days in advance (prior to the date on which the Closing occurs, would otherwise be scheduled to occur. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” Except to the extent expressly set forth in this Agreement to the contrary, and notwithstanding the actual occurrence of the Closing at any particular time, the Closing shall be deemed to occur and be effective, in the United States, as of 11:59 p.m. New York time and, in any jurisdiction outside of the United States, as of the time at which the books of the FH Business are normally closed in such jurisdiction, in each case, on the calendar day immediately preceding the Closing Date (the “Effective Time”); provided, however, that in the event the Closing Date shall be extended to the Accounting Period Start Date, for purposes of this Agreement, the “Closing” shall be deemed to occur and be effective, in the United States, as of 11:59 p.m. New York time and, in any jurisdiction outside of the United States, as of the time at which the books of the FH Business are normally closed in such jurisdiction, in each case, on the last day of the calendar month immediately preceding the Accounting Period Start Date. All transactions taking place at the Closing shall be deemed to occur simultaneously. (b) At On the Closing:Closing Date, Seller shall deliver or cause to be delivered to Buyer the following (except as otherwise provided in Section 5.16 or Section 5.17 and except to the extent delivered at or prior to the Closing to Buyer or one of its Subsidiaries pursuant to a Local Purchase Agreement): (i) certificates (where applicable) representing the FH Shares duly endorsed (or accompanied by a duly executed stock power) and in form for transfer to Buyer and certificates (where applicable) representing all outstanding equity securities of all Closing Subsidiaries; (ii) a duly executed xxxx of sale and assignment, in the form attached as Exhibit A hereto, to evidence the Buyer’s purchase of the Acquired FH Assets; (iii) the Local Purchase Agreements, duly executed by Seller shall deliver, or cause its Subsidiaries (to be deliveredthe extent each is a party thereto), to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided extent not executed and delivered by the Purchaser to the Seller in writing such parties prior to the Closing; (2iv) a certificate the Transition Services Agreement, duly executed by an authorized signatory Seller (and one or more of its Subsidiaries (to the extent each is a party thereto)), to the extent not executed and delivered by such parties prior to the Closing; (v) the Stockholder Agreement, duly executed by Seller; (vi) a duly executed instrument of assumption of the SellerRetained Liabilities being assumed by Seller or its Affiliates, dated in the form attached as Exhibit B-1; (vii) copies of the resignations, effective as of the Closing and in form and substance reasonably satisfactory to Buyer, of each director and officer of any Transferred FH Company or any Closing Subsidiary requested in writing by Buyer no later than three (3) Business Days prior to the Closing Date; (viii) from each FH Share Seller and FH Asset Seller that is organized in the United States, certifying a certification from such FH Share Seller or FH Asset Seller that it is not a foreign person in accordance with the conditions set forth Treasury Regulations under Section 1445 of the Code; (ix) such other instruments of conveyance (such as patent assignments, trademark assignments, real estate deeds, assigned certificates or documents of title and assigned negotiable instruments) as Buyer may reasonably request in Section 4.2 have been satisfiedorder to effect the sale, assignment, transfer and delivery to Buyer or its designee of good and valid title to the Acquired FH Assets free and clear of all Encumbrances (other than Permitted Encumbrances), in each case in form and substance reasonably satisfactory to Buyer and duly executed by the applicable FH Asset Seller; and (3x) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser expressly required to be necessary delivered by Seller or its Affiliates on or prior to effectuate the transactions contemplated by Closing Date pursuant to this Agreement. (c) On the Closing Date, Buyer shall deliver or cause to be delivered to Seller or its designee the following (except to the extent delivered to an FH Share Seller or an FH Asset Seller at or prior to the Closing pursuant to a Local Purchase Agreement): (i) the Preliminary Cash Purchase Price in immediately available funds by wire transfer to an account or accounts at such bank or banks specified by Seller at least two (2) Business Days prior to the Closing Date and a book-entry confirmation in form reasonably satisfactory to Seller from the registrar and transfer agent for the Buyer Common Stock evidencing the issuance to Seller of the Buyer Stock Consideration; (ii) a duly executed instrument of assumption of the Assumed Liabilities being assumed by Buyer or a Subsidiary of Buyer, substantially in the form attached as Exhibit B-2; (iii) the Local Purchase Agreements, duly executed by Buyer or a Subsidiary of Buyer, to the extent not executed and delivered by such parties prior to the Closing; (iv) the Transition Services Agreement, duly executed by Buyer, to the extent not executed and delivered by such parties prior to the Closing; (v) the Stockholder Agreement, duly executed by Buyer; and (iivi) the Purchaser shall deliver, or cause all other documents expressly required to be delivered, delivered by Buyer or its Affiliates on or prior to the Seller: (1) subject Closing Date pursuant to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. on the third Business Day to occur following full satisfaction or waiver of all of the sale closing conditions set forth in Article II hereof (other than those required to be satisfied at the Closing) or on such other date or at such other location as is mutually agreeable to the Buyer and the Seller; provided, however, that, unless the Buyer consents in writing, in no event shall the Closing occur before the earlier of (A) all conditions precedent to the availability of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018Debt Financing (including in respect of any Replacement Commitment, as notified in writing by the Purchaser to the Seller at least three applicable) have been satisfied (3) Business Days in advance (the date on which other than those that are only capable of being satisfied as of the Closing occurs, Date) and (B) the End Date. The date and time of the Closing are herein referred to as the “Closing Date.”). (b) At Subject to the terms and conditions set forth in this Agreement, the Parties hereto shall consummate the following “Closing Transactions” at the Closing: (i) the Seller shall deliverdeliver to the Buyer original stock certificates representing the Shares, duly endorsed in blank for transfer to, or cause to be deliveredaccompanied by duly executed stock transfer powers executed in favor of, to the Purchaser: (1) evidence of Buyer or its nominee as the credit of the Securities to the Purchaser’s account Buyer may have designated in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser writing to the Seller in writing at least two Business Days prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and; (ii) the Purchaser Buyer shall deliver, or cause to be delivered, deliver to the Seller: (1) subject to Section 6.16, a Seller the amount of the Estimated Purchase Price by wire transfer of immediately available funds into to the account account(s) designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal at least two Business Days prior to the Aggregate Purchase Price minus the Signing DepositClosing Date; (2iii) a certificate duly executed the Buyer shall deposit $15,000,000 (the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) by an authorized signatory and among the Buyer, the Seller and U.S. Bank, N.A., as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit A; (iv) the Buyer shall pay, on behalf of the PurchaserCompany and its Subsidiaries, dated as the Estimated Company Closing Costs by wire transfer of immediately available funds to the account(s) designated by the Seller at least two Business Days prior to the Closing Date; (v) the Buyer shall repay, certifying that on behalf of the conditions set forth Company and its Subsidiaries, by wire transfer of immediately available funds to one or more account(s) specified in the respective Payoff Letters, the Estimated Closing Indebtedness; (vi) the Buyer shall deliver to the Company evidence reasonably satisfactory to the Company of the insurance coverage required to be maintained by the Buyer or the Company and its Subsidiaries after the Closing pursuant to Section 4.1 have been satisfied7.03(b); and (3vii) all the Buyer, the Company and the Seller shall make such other documents deliveries as are required by and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeaccordance with Article II hereof.

The Closing. (a) The Subject to the conditions precedent set forth in Article 6 herein, the closing of the sale and purchase of the Shares under this Agreement (the “Closing”) shall take place at the law offices of Wuersch & Xxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 no later than the sale of the Securities by the Seller to the Purchaser shall occur closing date specified on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three Exhibit A hereto (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”) or at such other date and time as the parties mutually agree when the respective conditions precedent set forth in Article 6 have been satisfied or waived in accordance with the terms and conditions set forth therein. (a) Prior to the Closing and pursuant to the terms of Escrow (as defined in Section 6.6), the Seller shall deliver into the escrow of Purchaser’s counsel the stock certificate representing the Shares (the “Certificate”) and a duly executed stock power (the “Stock Power”) providing for the transfer of the Shares to the Purchaser, together with the irrevocable letter of instruction to the Company’s transfer agent acknowledging and agreeing to such transfer (the “Instruction Letter”), in form acceptable to the Purchaser. (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a pay by wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on Exhibit A, or other method of delivery acceptable to the Seller’s signature page hereto in an amount equal to , the Aggregate aggregate Purchase Price minus for the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this AgreementShares. (c) Unless otherwise agreed At the Closing, upon confirmation of the transmittal of the Purchaser Price by wire transfer, the Certificate, Stock Power and Instruction Letter shall immediately be released from Escrow to the Purchaser who shall thereto legally possess all right, title and interest in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeShares.

The Closing. (a) The Unless this Agreement shall have been terminated pursuant to ARTICLE IX, the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of the sale of the Securities by the Seller to the Purchaser shall occur on O’Melveny & Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, or prior to May 30, 2018, at such other location as notified may be agreed upon in writing by Sellers and Buyer. (b) The Closing shall take place at 10:00 a.m. on (i) the Purchaser third Business Day following the satisfaction or waiver of the conditions to the Seller at least three transactions contemplated by this Agreement contained in ARTICLE VII (3other than conditions which, by their nature, are to be satisfied on the Closing Date), or (ii) Business Days such later date as requested by Buyer, provided that such date shall not be later than March 31, 2006, or (iii) on such other date as may be agreed upon in advance writing by Buyer and Sellers (the date on which the Closing occurs, occurs is herein referred to as the “Closing Date”). (bc) At All proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing: Closing pursuant to this Agreement and the Verizon Share Purchase Agreement shall be taken and executed simultaneously, and no proceedings shall be taken nor any documents executed or delivered until all have been taken, executed and delivered. The Parties hereby agree and acknowledge that none of the Shares, the GTEPR Shares or the VIS-DR Shares (as defined in the Verizon Share Purchase Agreement) shall be released to Buyer or any of its assignees, nor shall the Publication Rights be assigned to Buyer or any of its assignees, until Sellers have confirmed, to their reasonable satisfaction, that (i) the Seller shall deliverShares Purchase Price has been received by PRTCD, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliverPublication Rights Purchase Price has been received by PRTC, or cause to be delivered, and (iii) the cash payments for the Purchase Price (as defined in the Verizon Share Purchase Agreement) for the GTEPR Shares and the VIS-DR Shares pursuant to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Verizon Share Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 Agreement have been satisfied; and (3) all such other documents received by GTEPR and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeVIHI.

The Closing. (a) The closing (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliverexecute and deliver to Buyer an Assignment substantially in the form attached hereto as Exhibit B, or cause containing a description of all Assets subject to assignment to Buyer, along with counterpart originals suitable for recording in each jurisdiction in which the Assets are located (suitably redacted to describe only the real property interests located in the applicable jurisdiction), conveying to Buyer the interest of Seller in the portion of the Assets to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided conveyed by the Purchaser to the Seller in writing prior to the Closingassignment; (2ii) Seller shall fully execute and deliver to Buyer the Transition Services Agreement; (iii) Seller shall fully execute and deliver to Buyer one or more deeds, in the form attached hereto as Exhibit E, conveying to Buyer the Surface Fee; (iv) Seller shall deliver a certificate duly executed certificate, signed by an authorized signatory of the Seller, dated as of the Closing Dateofficer, certifying that the conditions set forth in Section 4.2 6.2 have been satisfied; and; (3v) all Seller shall execute and deliver a FIRPTA Affidavit in the form attached hereto as Exhibit C; (vi) Seller shall deliver to Buyer or its Affiliate, EnerVest Operating. L.L.C., executed Texas Railroad Commission Forms P-4 (or an acceptable blanket transfer letter to the RRC), and Forms T-4 if applicable, transferring the operational responsibility for the Operated Xxxxx and Pipelines in which Seller has the right to transfer such other documents responsibility; (vii) Seller shall deliver to Buyer, at Seller’s offices, such of the Books and instruments, if any, that Records as are mutually determined by the Seller and the Purchaser feasible to be necessary delivered at Closing and thereafter deliver the remainder of the Books and Records to effectuate Buyer as soon after Closing as is reasonably possible; (viii) Seller shall execute and deliver to Buyer an appropriate Bill of Sale for any titled trailers included in the transactions contemplated by this Assets; (ix) Seller shall execute and deliver to Buyer the Side Letter Agreement; and (iix) Seller shall execute and deliver to Buyer any and all other instruments, documents and other items reasonably necessary to effectuate the Purchaser shall deliverterms of this Agreement, or cause to as may be deliveredreasonably requested by Xxxxx. (b) At Closing, to the SellerBuyer shall: (1i) subject to Section 6.16, a wire transfer of immediately available funds into pay and deliver the account designated by the Seller Purchase Price in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing DepositSection 2.4; (2ii) deliver to Seller a certificate duly executed of Buyer, signed by an authorized signatory officer of the Purchaser, dated as of the Closing DateBuyer, certifying that the conditions set forth in Section 4.1 6.3 have been satisfied; and (3iii) execute and deliver to Seller any and all such other instruments, documents and instrumentsother items, if anyincluding the instruments listed in paragraph (a), that are mutually determined by the Seller and the Purchaser to above, as may be necessary to effectuate for the transactions contemplated assumption by this Agreement (c) Unless Buyer of the rights and obligations with respect thereto, or as otherwise agreed in writing reasonably requested by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeSeller.

The Closing. (a) The closing of the purchase and sale of the Shares and the other transactions contemplated hereby (the “Closing”) shall take place no later than 5 Business Days after such time as the SEC has completed its review, if any, of the sale Schedule 13E-3 filed by the Company in respect of the Securities Merger, or at any other time as mutually agreed by the Seller to Parties; provided, that in no event shall the Purchaser shall Closing occur on or prior to May 30, 2018, as notified in writing by before the Purchaser to date that is 30 days after the Seller at least three (3) Business Days in advance date hereof (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1A) evidence a duly executed share transfer form from the Seller in respect of the credit Shares in favor of the Securities to Purchaser or its nominee (as the Purchaser’s account Purchaser may direct) in accordance with the Deposit/Withdrawal At Custodian instructions provided by Memorandum and Articles of the Purchaser to the Seller in writing prior to the ClosingCompany; (2B) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and; (3C) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.166.4, a wire transfer of immediately available funds into the an account designated by the Seller in accordance with the wire instructions set forth on amount of the Seller’s signature page hereto in Purchase Price, less an amount equal to the Aggregate Purchase Price minus the Signing Deposit, and if already paid, the Second Deposit (as defined below); (2B) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3C) all such other documents and instruments, if any, that are mutually determined by the such Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made. (d) If the Purchaser is not legally permitted to consummate the Closing and, as a result thereof, the Closing has not occurred on or prior to September 19, 2017 (a “Prohibition”), the Purchaser shall deposit, no later than September 20, 2017, an amount equal to the difference between (i) the Purchase Price minus (ii) the Signing Deposit by a wire transfer of immediately available funds into an account designated by the Seller (such amount, the “Second Deposit”). If a Prohibition contemplated by this paragraph (d) arises, or the Seller is not legally permitted to consummate the Closing, then the Closing shall take place as soon as reasonably practicable (but no later than 3 Business Days) following the date on which the Purchaser and Seller are legally permitted to consummate the Closing, and until such time, the Seller shall hold the Shares in trust for the Purchaser.

The Closing. (a) The A closing (the “"Closing”") of to effect the purchase and sale of the Securities Purchased Assets shall be held at the offices of Seller on such date (the "Closing Date") that is the fifth business date after the satisfaction or waiver of all conditions precedent to the Closing, or such other date as may be mutually agreed upon by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) parties. At the Closing: , Seller and Purchaser shall execute such warranty or quitclaim deeds (i) whichever is customary and usual in the Seller shall deliverjurisdiction where the Real Estate is located), or cause bills of sale and instruments of assignment and assumption as are necessary to be delivered, convey title to the Purchaser: (1) evidence Purchased Assets and to constitute assignment and assumption of the credit of the Securities Assumed Liabilities, and Purchaser shall pay to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in funds, an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the PurchaserPrice, dated adjusted as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedthe Closing Prorations Schedule; and (3) all such other documents and instrumentsprovided, if anyhowever, that are mutually determined the sum of $100,000 (the "Escrowed Funds") shall be set aside from the Purchase Price by the Seller Purchaser and paid to the Purchaser to be necessary to effectuate escrow agent ("Escrow Agent") appointed under the transactions contemplated by this Escrow Agreement in the form of Exhibit B hereto ("Escrow Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all "). All actions taken at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will shall be deemed to have been made until all deliveries and payments under this Agreement due to be made taken simultaneously at the time the last of any such actions is taken or completed. The parties shall use reasonable efforts to exchange the delivery in escrow of all closing documents at a pre-closing held the day before the Closing Date so that the Closing may be completed (and payment of the Purchase Price shall have been madeoccurred) prior to 12:00 noon, Boston, Massachusetts time, on the Closing Date.

The Closing. (a) The Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “"Closing”) "), shall take place on and as of the sale Effective Date, provided that the last of the Securities by the Seller conditions set forth in Article V shall have been fulfilled or waived (other than those that this Agreement contemplates will be satisfied at or immediately prior to the Purchaser Closing), or at such other time as shall occur on or prior to May 30, 2018, as notified in writing be mutually agreed upon by the Purchaser to the Seller at least three (3) Business Days in advance Powdermet and Abakan (the date on which the Closing occurs, the “"Closing Date”"). (b) At Subject to the conditions set forth in this Agreement, the parties agree to consummate the following transactions at the Closing: (i) Powdermet shall assign and transfer to Abakan the Seller shall deliverMesoCoat Exchange Shares and the Abakan Exchange Shares, or cause to be delivered, to by properly completing and executing the Purchaser: (1) evidence assignment and transfer sections on the reverse side of the credit MesoCoat Certificate and the Abakan Certificate and delivering the MesoCoat Certificate and the Abakan Certificate to MesoCoat and Abakan, respectively, in exchange for duly issued and executed stock certificates for one million six hundred thousand (1,600,000) shares of Abakan. The MesoCoat Certificate and the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided Abakan Certificate shall each be duly endorsed or accompanied by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of stock powers sufficient to validly assign and transfer the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller MesoCoat Exchange Shares and the Purchaser Abakan Exchange Shares to be necessary to effectuate the transactions contemplated by this Agreement; andAbakan. (ii) Abakan shall assign and transfer to Powdermet the Purchaser Powdermet Exchange Shares, by properly completing and executing the assignment and transfer section on the reverse side of the Powdermet Certificate and delivering the Powdermet Certificate to Powdermet in exchange for a duly issued and executed stock certificate for forty two thousand eight hundred thirteen (42,813) shares of Powdermet. The Powdermet Certificate shall deliverbe duly endorsed or accompanied by a duly executed stock power sufficient to validly assign and transfer the Powdermet Exchange Shares to Powdermet. (iii) As soon as practicable following the Effective Date but not later than November 30, 2015, Abakan shall, at its sole cost and expense, cause MesoCoat to install (i) a new properly constructed paved driveway, approximately 30 feet in width, extending from Rockwell Drive to Buildings 37 and 40, on and along the strip of land on the southwesterly side of the Land and the adjoining portion of Parcel #3 (as shown on the Lot Split plat, filed for record on June 10, 2011 as Cuyahoga County Automated File Number 201106100338 and recorded in Volume 366 at Page 48 of Cuyahoga County Records) and (ii) new separate underground water and gas lines, extending southeasterly across the Land from Rockwell Drive to Buildings 37 and 40 (collectively the “MesoCoat Driveway and Utility Improvements”) so as to provide improved water and gas service to Building 37 and Building 40. Upon and only after installation of the MesoCoat Driveway and Utility Improvements, Powdermet shall cause Xxxxxxx to transfer fee simple title in and to the Land to MesoCoat by a Deed, free and clear of all liens and encumbrances, except for the Permitted Title Exceptions, all in accordance with that certain Purchase Agreement between Xxxxxxx and Powdermet. The Land and improvements thereon shall be transferred in an “AS IS” physical and environmental condition, without representation or cause warranty of any kind by Powdermet. (iv) Powdermet shall transfer the Equipment to be deliveredMesoCoat by xxxx of sale, subject, however, to the Seller:obligation of MesoCoat to continue to sell PComP powders to Powdermet at fair market value for use in its Hybrimet™ consolidated nanocomposite wear component product line, with the addition of a LECO carbon and LECO Oxygen test machines. (1v) subject to Section 6.16Powdermet shall pay, a wire transfer of in funds immediately available funds into to Abakan, the account designated by sum of $1,000,000 as follows: $250,000 on or before the Seller in accordance with end of the wire instructions set forth Effective Date and five (5) monthly installments of no less than $150,000.00 each, commencing on or before the Seller’s signature page hereto in an amount equal to 30th day following the Aggregate Purchase Price minus the Signing Deposit;Effective Date and continuing on monthly anniversary thereof until paid. (2vi) a certificate duly executed Powdermet shall, and shall cause its affiliates to cancel, forgive, waive and release the Indebtedness to and including the Effective Date by an authorized signatory of individual and several releases, it being understood, however, that Abakan shall cause MesoCoat to meet any and all obligations, including rents, use fees, taxes and other charges payable under (i) the Purchaser, Sublease Agreement dated as of May 31, 2014 between MesoCoat and Powdermet in respect of Building 37 at 00000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxx; (ii) the Closing Use and Services Agreement dated as of May 31, 2014 between MesoCoat and Powdermet in respect of Building 40 at 00000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxx from and after the Effective Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (the “Closing”) of the purchase and sale of the Securities by Shares (the Seller to "Closing"), shall take place at the Purchaser shall occur offices of Xxxxxx & Xxxxx, 50 Xxxxxxx Xxxxxxxxx Boulevard -- Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000, at 5 p.m., local time on or prior to May 30, 2018, as notified in writing by the Purchaser to later of the Seller at least three following: (3i) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause last to be delivered, to the Purchaser: (1) evidence fulfilled or waived of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; andand 4.2 hereof and applicable to the Closing shall be fulfilled or waived in accordance herewith, or (ii) such other time and place and/or on such other date as the Purchaser and the Company may agree. The date on which the Closing occurs is referred to herein as the "Closing Date." (3b) On the Closing Date, the Company shall deliver to the Purchaser certificates representing the Shares to Grushko & Xxxxxxx, as Escrow Agent, under that certain Funds Escrow Agreement, dated as of April 30, 1998, by and between the Company and Purchaser, and Grushko & Xxxxxxx (the "Escrow Agent") shall deliver to the Company the Purchase Price for all the Shares by cashier's check or wire transfer in immediately available funds to such other documents and instruments, if any, that are mutually determined account as shall be designated in writing by the Seller Company. The Company shall also deliver to the Escrow Agent, prior to the Closing Date 28,000 shares of Common Stock of the Company for each $10,000 of Shares subscribed for, (the "Escrowed Shares") to be held in escrow. While held in escrow, the Escrowed Shares and any additional shares of Common Stock which may be later delivered by the Purchaser Company to be held in escrow as set forth below shall not be deemed issued and outstanding for any purpose nor shall any holder of the Shares have any voting or dispositive rights thereto. The certificate representing the Escrowed Shares shall be as described in Section 5.1 of this Agreement. The terms and conditions of escrow shall be set forth in an escrow agreement in the form annexed as an exhibit hereto (the "Escrow Agreement"). The Company shall deliver to the Escrow Agent, from time to time, at the request of the subscriber, within seven (7) business days after notice of the Company of such request, such additional Common Shares in the form described in Section 5.1 of this Agreement, as would be necessary to effectuate allow conversion of all the transactions contemplated Shares at the then applicable Conversion Price, as defined in the Resolution annexed hereto. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this AgreementAgreement at or prior to the Closing. (c) Unless otherwise agreed Upon conversion of the Shares into common stock, without par value, of the Company (the "Common Stock"), the Company agrees to issue to Purchaser three-year warrants, in writing by the Seller and form attached hereto as Exhibit 2, to purchase such number of shares of the PurchaserCompany's Common Stock as shall equal of the Common Stock issued upon such conversion, all actions having an exercise price equal to 200% of the price at which the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Shares were converted into Common Stock (the Closing have been made"Warrants").

The Closing. (a) The closing (the “Closing”) of the purchase and sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified Acquired Assets and Assumed Liabilities provided for in writing by the Purchaser to the Seller at least three (3) Business Days in advance this Agreement is taking pace (the "Closing") at the offices of the Buyer at 000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxx Xxxx, Xxxxxxxxxx 00000, commencing at 9:00 a.m. local time on the date on which hereof (the "Closing Date"). All transactions at the Closing occursshall be deemed to take place simultaneously, the “Closing Date”)and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing, the Seller is: (i) executing and delivering to the Buyer the Seller shall deliverCertificate; (ii) executing and delivering to the Buyer documents evidencing the release or termination of all Security Interests on the Acquired Assets, and copies of filed UCC-3 termination statements with respect to all UCC-1 financing statements pertaining to the Acquired Assets, or cause to be deliveredalternatively, executed letters from the owner(s) and holder(s) of all such Security Interests, addressed to the Purchaser:Buyer and agreeing to execute and deliver such releases, and file such UCC-3 termination statements immediately following the Closing, in each case in form and substance reasonably satisfactory to the Buyer; (1iii) evidence delivering a certificate to the Buyer, executed by its Secretary and dated as of the credit date hereof, certifying (A) as to the incumbency of the Securities persons executing this Agreement and the Ancillary Agreements on the Seller's behalf, (B) that attached to such certificate is a true and complete copy of resolutions that have been duly and validly adopted by the board of directors (or managing member) of the Seller evidencing (i) the authorization of the execution and delivery of this Agreement and each Ancillary Agreement to which the Seller is a party and the consummation of the Transactions, and (ii) the matters set forth in Section 3.19, together with a statement to the Purchaser’s account effect that such resolutions are in accordance with full force and effect on the Deposit/Withdrawal At Custodian instructions provided by Closing Date, (C) that attached to such certificate is a copy of the Purchaser Seller's Organizational Documents that are in effect on the Closing Date and (D) that attached to such certificate is a copy of a certificate of good standing of the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory its jurisdiction of the Sellerorganization, dated as of the Closing Datea date on or after September 1, certifying that the conditions set forth in Section 4.2 have been satisfied; and2006; (3iv) all delivering to the Buyer counterparts of that certain non-solicitation agreement attached hereto as Exhibit C executed by Xxxxxx X. Xxxxxx and Xxxxx Xxxxxxx, Xx. (the "Non-Solicitation Agreement"); (v) executing and delivering to the Buyer a xxxx of sale in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), and such other documents instruments of conveyance (such as assigned negotiable instruments) as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and instruments, if any, that are mutually determined by assignment to the Buyer of valid ownership of the Acquired Assets; (vi) executing and delivering to the Seller an assumption agreement in substantially the form attached hereto as Exhibit B (the "Assumption Agreement"); (vii) executing and delivering to the Purchaser Buyer a duplicate original of the Transition Services Agreement; (viii) executing and delivering to the Buyer a duplicate original of the Trading Book Side Letter; (ix) causing all of the members of Seller to execute and deliver the Guaranty Agreement to Buyer; (x) executing and delivering to the Buyer a duplicate original of the guaranty to be necessary to effectuate issued by Commerce Energy Group, Inc., as required by Section 2.08 of the transactions contemplated by this Transition Services Agreement; and (iixi) the Purchaser shall deliver, or cause to be delivered, paying to the Seller: (1) subject to Section 6.16Buyer, a by wire transfer or other delivery of immediately available funds into the to an account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in , an amount in cash equal to the Aggregate Purchase Price minus aggregate amount of the Signing DepositCustomer Deposits. (c) At the Closing, the Buyer is: (i) executing and delivering to the Seller the Buyer Certificate; (2ii) delivering a certificate duly to the Seller, executed by an authorized signatory its Secretary and dated as of the Purchaserdate hereof, certifying (A) as to the incumbency of the persons executing this Agreement and the Ancillary Agreements on the Buyer's behalf, (B) that attached to such certificate is a true and complete copy of resolutions that have been duly and validly adopted by the board of directors (or managing member) of the Buyer evidencing the authorization of the execution and delivery of this Agreement and each Ancillary Agreement to which the Buyer is a party and the consummation of the Transactions, together with a statement to the effect that such resolutions are in full force and effect on the Closing Date, and (C) that attached to such certificate is a copy of a certificate of good standing of the Buyer in its jurisdiction of organization, dated as of a date on or after September 1, 2006; (iii) executing and delivering to the Seller a duplicate original of the Non-Solicitation Agreement; (iv) executing and delivering to the Seller a duplicate original of the Xxxx of Sale; (v) executing and delivering to the Seller a duplicate original of the Assumption Agreement and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (vi) executing and delivering to the Seller a duplicate original of the Transition Services Agreement; (vii) executing and delivering to the Seller a duplicate original of the Trading Book Side Letter; (viii) executing and delivering to the Seller a duplicate original of the Guaranty Agreement; (ix) paying to the Seller, by wire transfer or other delivery of immediately available funds to an account designated by the Seller, the Closing DateAmount, certifying that as adjusted pursuant to Section 2.6; (x) paying to the conditions set forth Seller by wire transfer or other delivery of immediately available funds to an account designated by the Seller, the sum of twelve thousand four hundred forty-five and 30/100 dollars ($12,445.30), as reimbursement to the Seller for (i) payroll and payroll taxes attributable to the Transferred Employees for the period from September 1, 2006 through September 20, 2006, and (ii) health insurance premiums paid by the Seller with respect to the Transferred Employees for the month of September, 2006; (xi) paying to the Seller by wire transfer or other delivery of immediately available funds to an account designated by the Seller, the sum of one million eight hundred thirty-seven thousand one hundred ten and no/100 dollars ($1,837,110.00), as required by Section 1(b) of the Trading Book Side Letter; (xii) causing an irrevocable and unconditional standby letter of credit in the amount of one million five hundred thousand and no/100 dollars ($1,500,000.00) to be issued and delivered by Wachovia Bank, National Association, to the Seller as required by Section 4.1 have been satisfied2.08 of the Transition Services Agreement; and (3xiii) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser causing a guaranty to be necessary issued by Commerce Energy Group, Inc. and delivered to effectuate the transactions contemplated Seller, as required by this Section 2.08 of the Transition Services Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (Closing shall occur, subject to the “Closing”) satisfaction or waiver of the sale of the Securities by the Seller conditions set forth herein, at such place and time, and on such date (not to the Purchaser shall occur on or prior to May 30be later than June 19, 20181998), as notified the parties shall agree upon in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”)writing. (b) At the ClosingClosing the following events shall occur, each event being deemed to have occurred simultaneously with the other events: (i) the Seller shall deliverHudsxx xxxll deliver to Fresh Foods such deeds, or cause Bills of Sale, assignments, licenses, affidavits, instruments of conveyance and other instruments and certificates, and all books and records to be deliveredtransferred, as are necessary or reasonably requested by Fresh Foods to consummate the Purchaser: (1) evidence transfer of all of the credit of Transferred Assets to Fresh Foods as contemplated by this Agreement. All Transferred Assets shall be deemed delivered at the Securities to locations where they are used in the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing Business immediately prior to the Closing; (2ii) a certificate duly executed by an authorized signatory Fresh Foods shall deliver to Hudsxx xxx Purchase Price; (iii) Fresh Foods shall execute and deliver to Hudsxx xxx or more Assumption Agreements, each substantially in the form attached hereto as Exhibit A (with appropriate changes therein resulting from the nature of the Sellerliabilities to be assumed and the particular jurisdictions involved), dated as necessary or reasonably requested by Hudsxx xx effect the assumption by Fresh Foods of all of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfiedAssumed Liabilities; and (3iv) all such other documents Hudsxx xxxll execute and instrumentsdeliver to Fresh Foods one or more assignments or licenses in a form or forms reasonably requested by Fresh Foods to effect the sale, if anytransfer, that are mutually determined conveyance, assignment and/or license of the Intellectual Property not otherwise transferred by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeBill xx Sale.

The Closing. (a) The Subject to the terms and conditions of this Agreement, the closing of the purchase by Purchaser of the Purchased Shares (the “"Closing”") shall take place (i) at the offices of Holme Xxxxxxx & Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, at 10:00 a.m., local time, on the sale of first business day following the Securities by day on which the Seller to conditions set forth in Article VI shall be fulfilled or waived in accordance herewith or (ii) at such other time, date or place as the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the parties hereto agree. The date on which the Closing occurs, occurs is hereinafter referred to as the “"Closing Date”)." (b) At the Closing: , (i) the Seller shall deliverdeliver to Purchaser stock certificates representing the Purchased Shares, duly endorsed in blank, or with separate notarized stock transfer powers attached thereto and signed in blank, together with all other instruments of transfer necessary or appropriate to transfer the Purchased Shares to Purchaser and (ii) Purchaser in exchange therefor shall deliver or cause to be delivereddelivered to Seller newly issued stock certificates representing the UVSG Shares registered in the name of Seller. (c) At the Closing, the parties shall deliver or cause to be delivered the certificates and other documents required to be delivered pursuant to Article VI hereof. (d) Notwithstanding the foregoing, if the Closing has not occurred by the tenth (10th) day following the approval of the issuance of the UVSG Shares at the Purchaser: (1) evidence of 's Stockholders Meeting, then so long as the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the other conditions set forth in Section 4.2 Article VI have been satisfied; and satisfied (3other than (i) all such other documents and instrumentsthose conditions which have been waived, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, condition requiring consummation or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory termination of the PurchaserPrimestar Transaction, dated as of the Closing Date, certifying that the and (iii) any conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to which may only be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions satisfied at the Closing are inter-dependent or which do not prevent or affect the parties' ability to consummate the sale of the Telluride Shares), at Seller's election, by notice to Purchaser at any time thereafter, the closing of the purchase and sale of the Telluride Shares (the "Initial Closing") will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made held at the Closing have been made.place determined in accordance with

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “"Closing”") will take place by conference call and by exchange of signature pages by email or other electronic transmission (i) on the date of the "Closing" (as defined in and pursuant to the terms and conditions of the Merger Agreement) of the sale of Merger provided that the Securities conditions set forth in Article VII (other than any such conditions that by their nature are to be satisfied at the Seller Closing) shall have been satisfied or, to the Purchaser shall occur on or prior to May 30extent permitted by Law, 2018, as notified in writing by the Purchaser to the Seller waived at least three (3) Business Days prior to the Closing, and subject to the satisfaction or, to the extent permitted by Law, waiver of all of the conditions set forth in advance Article VII at the Closing, or (the ii) at such other date as may be agreed to in writing by Seller and Buyer. The date on which the Closing occurs, actually takes place is referred to as the “"Closing Date”)." (b) At the Closing, Seller will deliver the following documents and deliverables to Buyer: (i) an assignment or assignments effecting the Seller shall deliver, or cause transfer to be delivered, to the Purchaser: (1) evidence Buyer of ownership of all of the credit of Purchased Interest together with certificates, if any, representing the Securities Purchased Interest, each in form and substance reasonably acceptable to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the ClosingBuyer; (ii) resolutions of the Board of Directors of Seller approving the transactions contemplated hereby; (iii) certificates of good standing and existence as of a recent date with respect to the General Partner; (iv) resignations of directors and officers of the General Partner as specified by the Buyer in writing at least two (2) a certificate duly executed by an authorized signatory of the Seller, dated as of Business Days before the Closing Date, certifying that ; (v) revocations of any powers of attorney granted by the conditions set forth in Section 4.2 have been satisfiedGeneral Partner; (vi) certificates required by Article VII; and (3vii) all such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer and instruments, if any, that are mutually determined agreed to by Seller prior to the Seller Closing Date to carry out the intent and the Purchaser to be necessary to effectuate the transactions contemplated by purposes of this Agreement; and (iic) At the Purchaser shall deliverClosing, or cause Buyer will deliver the following documents and deliverables to be delivered, to the Seller: (1i) subject to Section 6.16resolutions of the applicable managers, a wire transfer directors and equity holders of immediately available funds into Buyer as required for approval of the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposittransactions contemplated hereby; (2ii) a certificate duly executed certificates required by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedArticle VII; and (3iii) all such other documents and certificates, instruments, if any, that are mutually determined and documents as may be reasonably requested by the Seller and agreed to by Buyer prior to the Purchaser Closing Date to be necessary to effectuate carry out the transactions contemplated by intent and purposes of this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) 2.1 The closing under this Agreement (the “Closing”) shall take place at 10:00 a.m. at the main office of Seller, 0000 Xxxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, or at such other place as the parties shall agree in writing, on a date following the sixth (6th) trading day after the satisfaction or waiver (subject to applicable law) of the sale latest to occur of the Securities conditions set forth in Sections 8 and 9 (other than those conditions that by their nature are to be satisfied or waived at Closing), or such other date mutually agreed upon by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three parties (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). 2.2 Immediately prior to the Closing (and as a condition of Buyer’s obligations to purchase the Shares and otherwise perform its obligations under this Agreement), Seller shall deliver to Buyer a certificate from the President and Chief Executive Officer of Seller certifying that (a) as of such date, to his knowledge, the representations and warranties of Seller set forth herein are true and accurate in all respects and (b) that there has not been since the execution of this Agreement any material adverse change to Seller’s business. 2.3 Immediately prior to the Closing (and as a condition of Seller’s obligations to deliver the Shares and otherwise perform its obligations under this Agreement), Buyer shall deliver to Seller a certificate from the President and Chief Investment Officer of Buyer certifying as to Buyer that as of such date, to his knowledge, the representations and warranties of Buyer set forth herein are true and accurate in all material respects. 2.4 At the Closing: (i) the , Seller shall deliverdeliver to Buyer a certificate for the Shares, or cause to be delivered, to duly registered in the Purchaser:name of Buyer. (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal 2.5 At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed , Buyer shall deliver to Seller the Purchase Price by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madefunds.

The Closing. (a) The closing of the purchase and sale of the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place no later than the thirtieth (30th) calendar day immediately after the date of the sale of the Securities this Agreement, or such other date as may be agreed by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified all Parties in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the each Seller shall deliver, or cause to be delivered, to the Purchaser:Purchaser (and with respect to clauses (C) and (D) below, shall use reasonable efforts to deliver, or cause to be delivered): (1A) evidence of the credit of the Securities to the Purchaseroriginal stock certificates representing such Seller’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the ClosingSale Shares, if any; (2B) a certificate share transfer form duly executed by an authorized signatory such Seller in respect of such Seller’s Sale Shares in favor of the Seller, dated as Purchaser; (C) a certified copy of the Closing Date, certifying that updated register of members of the conditions set forth in Section 4.2 have been satisfied; andIssuer reflecting the Purchaser as the sole holder of such Seller’s Sale Shares; (3D) a new share certificate in the name of the Purchaser in respect of such Seller’s Sale Shares; (E) all such other documents and instruments, if any, that are mutually determined by the such Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the each Seller: (1A) subject to Section 6.16, a wire transfer of immediately available funds into the an account designated by the such Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedPurchase Price; and (3B) all such other documents and instruments, if any, that are mutually determined by the such Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement. (c) Unless otherwise agreed in writing by the Seller Sellers and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) 2.3.1 The closing (actions contemplated to consummate the “Closing”) of the sale of the Securities by the Seller to the Purchaser transactions under this Agreement shall occur take place on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying which, unless otherwise agreed by Buyer and Seller, shall be no later than the second business day after all conditions precedent of Buyer and Seller which are set forth in this Agreement have been fully satisfied or have been waived in writing; provided, however, that if such conditions have not been satisfied or waived in time to close by December 10, 2004, the closing shall take place on the later to occur of January 3, 2005 or the second business day after the conditions have been so satisfied. Notwithstanding the actual time of the day on the Closing Date at which the actions contemplated to consummate this Agreement shall occur, and unless otherwise agreed to by the Parties, the Closing shall be deemed to be effective as of and to occur, at 12:01 a.m. (Central Time, adjusted for daylight savings time, if applicable) on the day after the Closing Date (the “Effective Time”). The Closing shall take place at the offices of Xxxxxxxx & Xxxxx LLP, located at 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601, or at such other location as may be agreed upon by the Parties. 2.3.2 Subject to the terms and conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) , the Purchaser Parties hereto shall deliver, or cause to be delivered, to consummate the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth following “Closing Transactions” on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date: 2.3.2.1 Seller shall deliver to Buyer the certificate(s) representing the Shares, certifying that duly endorsed for transfer or accompanied by duly executed stock powers; 2.3.2.2 Buyer shall deposit the Escrow Amount into escrow with the Escrow Agent pursuant to the terms and conditions set forth in Section 4.1 have been satisfiedthe Escrow Agreement; 2.3.2.3 Buyer shall deliver by wire transfer to Seller the Purchase Price (as reduced by the Escrow Amount) payable to Seller in immediately available funds to an account designated at least two (2) Business Days prior to the Closing Date by Seller to Buyer in writing; 2.3.2.4 Each of the Parties shall deliver the respective, certificates and other instruments required to be delivered by or on behalf of them under Articles VII and VIII hereof; and (3) 2.3.2.5 Seller shall deliver to Buyer all such corporate books and records and other documents and instruments, if any, that are mutually determined by property of each of the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed Companies in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeSeller’s possession.

The Closing. (a) The Subject to the provisions of subsection 2.3(c) and subsection 5.1(b), the closing of the sale and purchase of the Assets (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur take place on or prior to May 30July 12, 2018, as notified in writing by the Purchaser to the Seller at least three 2012 (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”), TIME BEING OF THE ESSENCE with respect to such obligations hereunder on the Closing Date. (b) At The Closing shall be held on the Closing Date at 10:00 A.M. (EDT) by mutually acceptable escrow arrangements. There shall be no requirement that the Seller and the Buyer physically attend the Closing:, and all funds and documents to be delivered at the Closing shall be delivered to the Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to the Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement. (ic) The Buyer shall have the Seller shall deliver, or cause right to be delivered, adjourn the Closing for a period of up to 10 Business Days by delivery of written notice to the Purchaser: (1) evidence of the credit of the Securities Sellers. Such notice shall be delivered to the Purchaser’s account in accordance with Sellers no later than 5:00 p.m. EDT on July 11, 2012, shall state that the Deposit/Withdrawal At Custodian instructions provided by the Purchaser Buyer is exercising its right under this subsection 2.3(c) to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of adjourn the Closing Date, certifying that and shall specify the conditions set forth in Section 4.2 have been satisfied; and (3adjourned Closing Date. If the Buyer fails to deliver written notice which complies with the provisions of this subsection 2.3(c) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, on or cause to be delivered, prior to the Seller: (1) subject date and time specified in the immediately preceding sentence, then the Buyer's right to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of adjourn the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3Date pursuant to this subsection 2.3(c) all such other documents shall automatically terminate and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and of no delivery further force or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeeffect.

The Closing. (a) The closing (the “Closing”) of the sale of the Securities Purchased Shares by the Seller Sellers to the Purchaser shall occur on or immediately prior to May 30, 2018, as notified in writing by the Purchaser closing of the Merger (the “Merger Closing”) pursuant to Section 1.02 of the Seller at least three (3) Business Days in advance Merger Agreement (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller Sellers shall deliver, or cause to be delivered, to the Purchaser: (1) evidence duly executed instruments of transfer of the credit of Purchased Shares to the Securities Purchaser or as the Purchaser may direct in writing, in form and substance reasonably acceptable to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) certificates, if any, representing the Purchased Shares (or if such certificates have been lost, stolen or destroyed, an affidavit and indemnity in a form acceptable to the Company); and (3) a certificate duly executed by an authorized signatory of the each Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 5.2 have been satisfied; and satisfied (the instruments, certificates and documents contemplated by the foregoing sub-clauses (1) through (3) all such other documents and instruments), if anycollectively, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement“Purchased Share Documents”); and (ii) the Purchaser shall deliver, or cause to be delivered, to the SellerSellers: (1) subject to Section 6.16, (x) a wire transfer of immediately available funds into the account an account, to be designated by GS Rental no later than five (5) Business Days prior to the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto Closing, in an amount equal to the Aggregate GS Rental Purchase Price minus and (y) a wire transfer of immediately available funds into an account, to be designated by GS Rental Parallel no later than five (5) Business Days prior to the Signing Deposit;Closing, in an amount equal to the GS Rental Parallel Purchase Price; and (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that (x) the conditions set forth in Section 4.1 5.1 have been satisfied; and satisfied and (3y) all such other documents and instruments, if any, that are mutually determined by the Seller and Merger Closing will occur immediately following the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeClosing.

The Closing. (a) The Subject to the terms and conditions set forth herein, the closing (the “"Closing”") of all Contemplated Transactions will occur on June 30, 2000 (the sale "Closing Date"). The transactions at Closing, when effective, will be deemed to be effective as of the Securities by opening of the Seller business on the day of Closing, except as otherwise specifically provided at the time of Closing. All actions to the Purchaser shall occur on or prior be taken at Closing will be considered to May 30, 2018, as notified in writing by the Purchaser be taken simultaneously and no documents will be considered to the Seller be delivered until all documents to be delivered at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”)have been executed and delivered. (b) At The following actions will occur at the Closing: (i) An officer of each party will execute a certificate, in substantially the Seller shall deliverform attached hereto as Exhibit F, or cause stating that all representations and warranties made by such party in this Agreement continue to be delivered, true and complete as of the Closing Date and that all conditions precedent to the Purchaser:Closing have been satisfied. (1ii) evidence The Seller will deliver to Buyer an opinion of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser counsel to the Seller in writing prior form and substance reasonably satisfactory to Buyer. (iii) The Seller shall execute and deliver to the Closing; (2) a certificate duly executed by an authorized signatory Buyer the Xxxx of Sale, the SellerContract Assignment, the Copyright Assignment, and the Trademark Assignment, and execute and deliver to the Buyer such other bills of sale, assignments, endorsements, and other good and sufficient instruments and documents of transfer and assignment, all dated as of the Closing Date, certifying that and in a form reasonably satisfactory to the conditions set forth in Section 4.2 have been satisfied; andBuyer as shall be necessary and effective to transfer and assign to, and further vest in, the Buyer, all of the Transferred Assets. (3iv) The Buyer shall execute and deliver the Assumption Agreement and shall accept each of the Xxxx of Sale, the Contract Assignment, the Copyright Assignment, and the Trademark Assignment. (v) The Buyer shall deliver to the Seller the portion of the Purchase Price to be delivered at Closing. (vi) The Seller shall, in cooperation with the Buyer, take all steps reasonably necessary to put the Buyer in actual possession and operating control of the Transferred Assets. (vii) The parties shall also execute, deliver to the other party (A) the other Transaction Documents to which they are respectively a party, (B) such other certified charters, incumbency certificates, good standing certificates and other instruments reasonably requested by the other party in advance of the Closing, and (C) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by by, and the terms of, this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The On and subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Target Units at the Closing in exchange for the Estimated Closing Purchase Price (the “Closing”) shall occur at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601, at 9:00 a.m. local time on the second Business Day following satisfaction or waiver of each of the sale conditions to Closing specified in Article 2 hereof (or, at Seller’s election, on the first Business Day of the Securities calendar month immediately following satisfaction or waiver of each of the conditions to Closing specified in Article 2 hereof), other than conditions to Closing which by their terms require performance at the Seller Closing (but subject to the Purchaser shall occur on satisfaction or prior to May 30, 2018, as notified in writing by waiver of such conditions at the Purchaser to the Seller at least three (3) Business Days in advance (the Closing). The date on which and time of the Closing occurs, are herein referred to as the “Closing Date”). (b) ” At the Closing: , Buyer Sub shall deliver (iand Buyer shall cause Buyer Sub to deliver) to Seller the Estimated Closing Purchase Price in accordance with Section 1C and Seller shall delivershall, or cause one of its Subsidiaries to, deliver the certificate or certificates (if any) representing the Target Units owned directly or indirectly by Seller to be deliveredBuyer Sub, to duly endorsed in blank or otherwise together with a transfer power executed in favor of Buyer Sub. On the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing Business Day immediately prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that Buyer, Buyer Sub and Seller shall conduct a pre-Closing at the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instrumentssame location as the Closing, if anycommencing at 9:00 a.m. local time, that are mutually determined at which each party shall present for review by the Seller and the Purchaser other parties copies in execution form of all documents required to be necessary to effectuate the transactions contemplated delivered by this Agreement; and (ii) the Purchaser shall deliver, such party at or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance connection with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the PurchaserClosing. Each party will, dated as of the Closing Dateand will cause its Affiliates to, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent execute and will be deemed to take place simultaneously deliver the agreements, documents, certificates and no delivery or payment will be deemed to have been made until all other deliveries and payments under this Agreement due (including the Ancillary Agreements) required by such party and/or such affiliates of such party to be made executed and/or delivered at the Closing have been madeor for which such execution and/or delivery is a condition to another party’s obligations to consummate the Closing.

The Closing. (a) The Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by the Transaction Documents (the “Closing”) shall take place (i) at the offices of Xxxxxxx Procter LLP, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxx, XX 00000, or electronically, at 12:01 a.m. (local time), on July 28, 2015, or at such other place or on such other date as is mutually acceptable to Buyer, the Company and the Seller Stockholder. The date of the sale of the Securities by the Seller Closing is herein referred to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date.” All transactions shall be deemed to occur at 12:01 a.m. on the Closing Date, and the Closing shall be effective as of 12:02 a.m. on the Closing Date. (b) Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties, covenants and agreements set forth herein, and in the following order: (i) At the Closing, the initial purchase price (the “Purchase Price”) to be paid by Buyer for the Purchased Assets shall be Eight Million One Hundred Sixty Six Thousand Dollars ($8,166,000) (on a debt-free basis), plus (A) the aggregate amount of any Assumed Liabilities, less (B) the Operating Expense Amount, (C) less the Client Payable Amount less (D) the Holdback Amount (as defined below). Buyer shall be entitled to deduct from the Purchase Price at Closing any amounts payable by the Company and required to be withheld and deducted under the Code or other applicable Tax law. Any amount so deducted shall be remitted by Buyer to the appropriate Governmental Entity. To the extent such amounts are withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the relevant recipient. The Purchase Price shall be paid as provided in Section 1.4(b)(ii). (ii) At the Closing, Buyer shall deliver, in exchange for the Purchased Assets, the Purchase Price to the Company in immediately available funds by wire transfer to an account designated by the Company by notice to Buyer, which notice shall be delivered not later than two (2) Business Days prior to the Closing Date (the “Seller Account”). (bc) In addition to the foregoing, as applicable, the Company shall deliver to Buyer or one or more of its designees such deeds, bills of sale, endorsements, Consents (as defined below), assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all Liens and in form and substance reasonably satisfactory to Buyer. (d) At the Closing: , Buyer shall deposit the amount of Eight Hundred and fifty-four thousand dollars (i$854,000) (the Seller shall deliver“Holdback Amount”) in immediately available funds by wire transfer in the Holdback Fund. The Holdback Amount will serve as one source, but not the exclusive source, for the satisfaction of any indemnification or cause other claims of any Buyer Party (as defined below) pursuant to be delivered, to Article 6. On the Purchaser: date that is twelve (112) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of months following the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.166.9 hereof, a wire transfer of immediately available funds into any remaining Holdback Amount shall be delivered by Buyer to the account designated by Company from the Seller Holdback Fund in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made6.

The Closing. (ai) The closing (the “Closing”) of the purchase and sale of the Securities by Debentures and the Seller to Warrants (the Purchaser "Closing") shall occur on take place at the offices of Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C. ("Purchaser's Counsel") or prior to May 30at such other place as is mutually agreeable, 2018at 10:00 am., as notified in writing by the Purchaser to the Seller at least three local time on: (3x) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause last to be delivered, to the Purchaser: (1) evidence fulfilled or waived of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and Article 4 hereof and applicable to the Closing shall be fulfilled or waived in accordance herewith, or (3y) all such other documents time and instruments, if any, that are mutually determined by place and/or on such other date as the Seller Purchaser and the Purchaser Company may agree. The date on which the Closing occurs is referred to be necessary to effectuate herein as the transactions contemplated by this Agreement; and"Closing Date". (ii) On the Closing Date, the Company shall deliver to the Purchaser (x) one or more Debentures (with the number of and outstanding principal amount of each debenture to be as reasonably requested by the Purchaser) representing the aggregate Debentures purchased hereunder by the Purchaser at the Closing registered in the name of the Purchaser or its nominee and (y) the Warrants registered in the name of the Purchaser or its nominee in such denominations as reasonably requested by the Purchaser, and the Purchaser shall deliver, or cause to be delivered, to deliver the Seller: (1) subject to Section 6.16, a Purchase Price for the Debentures and Warrants by wire transfer of in immediately available funds into to an account designated in writing by the Company. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. In addition, at the Closing, the Company shall pay (or the Purchaser shall pay for the account designated by of the Seller in accordance Company, with such payment being credited towards Purchaser's payment of the wire instructions Purchase Price under this paragraph (b)(ii)) to the Purchaser's Counsel its legal fees and disbursements as set forth on in Section 3.4. Furthermore, at the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory option of the Purchaser, dated as at the Closing the Purchaser may pay for its account and for the account of the Closing DateCompany, certifying that the conditions set forth full fee due to the Transaction Agent (as defined below) in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate connection with the transactions contemplated by this Agreement with respect to the Closing, with 25% of such payment (cequal to 0.5% of the Purchase Price) Unless otherwise agreed in writing by being credited towards Purchaser's payment of the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments Purchase Price under this Agreement due to be made at the Closing have been madeparagraph (b)(ii).

The Closing. (a) The closing (Closing shall take place at the “Closing”) offices of the sale of the Securities by the Seller to the Purchaser shall occur WilmerHale in Boston, Massachusetts, commencing at 9:00 a.m. local time on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occursDate. All transactions at the Closing shall be deemed to take place simultaneously, the “Closing Date”)and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, deliver to the Purchaser: (1) evidence of Buyer the credit of the Securities various certificates, instruments and documents referred to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and5.1; (ii) the Purchaser Buyer shall deliverdeliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Seller shall execute and deliver to the Buyer a xxxx of sale in substantially the form attached hereto as Exhibit B, one or cause more patent assignments in substantially the form attached hereto as Exhibit C, one or more trademark assignments in substantially the form attached hereto as Exhibit D, and such other instruments of conveyance (such as assigned certificates or documents of title and assigned negotiable instruments) as the Buyer may reasonably request in order to be deliveredeffect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit E and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Seller: (1) subject to Section 6.16, a payable by wire transfer or other delivery of immediately available funds into the to an account designated by the Seller, the Purchase Price, as calculated pursuant to Section 1.3, less the amount to be deposited in escrow pursuant to Section 1.4; (vi) the Buyer, the Seller and the Escrow Agent shall execute and deliver the Escrow Agreement and the Buyer shall deposit funds with the Escrow Agent in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing DepositSection 1.4; (2vii) a certificate duly executed by an authorized signatory the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Purchaser, dated as Acquired Assets of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfieda tangible nature; and (3viii) all such other documents the Buyer and instruments, if any, that are mutually determined by the Seller shall execute and the Purchaser deliver to be necessary to effectuate each other a cross-receipt evidencing the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed referred to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeabove.

The Closing. The closing of the sale and transfer of the Stock hereunder (the "Closing") shall take place at the offices of the Company, at 10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and the Seller shall mutually agree. The Closing shall be effectuated as follows: (a) The closing (the “Closing”) of the sale of the Securities by the Seller shall cause to the Purchaser shall occur on or prior be delivered to May 30each Buyer, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closingvia Federal Express: (i) a stock power, executed by the Seller shall deliverapplicable Subsidiary, or cause transferring to such Buyer the number of shares of the Stock to be delivered, sold to it hereunder and a letter of instruction to the Purchaser: (1) evidence Company's transfer agent to effectuate such transfer of the credit Stock on the stock books of the Securities Company. Each share certificate issued to a Buyer hereunder shall only be issued in the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory name of the Seller, dated Buyer (as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by beneath the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this AgreementBuyer's signature on page 3 hereof); and (ii) an opinion of Xxxxxx & Xxxxxxx, counsel to the Purchaser shall deliver, or cause to be deliveredSeller, to the Seller: (1) subject to Section 6.16effect that this Agreement has been duly authorized, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined delivered by the Seller and constitutes the Purchaser valid and binding obligation of Seller enforceable in accordance with its terms, and Seller has the full requisite power and authority to transfer and deliver (through the Subsidiaries) the Stock to the Buyers pursuant hereto. (b) Seller shall cause to be necessary delivered to effectuate the Escrow Agent a certified copy of resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this AgreementAgreement and authorizing the Company to file a Registration Statement on Form S-3 to register the shares of the Stock purchased hereunder under the Securities Act of 1933, as amended (the "Securities Act"). (c) Unless otherwise agreed Seller shall cause to be delivered to the Escrow Agent a certification confirming that the deliveries specified in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to subparagraph 2(a) above have been made until and authorizing the Escrow Agent to release all deliveries and payments under monies being held pursuant to this Agreement due to be made at the Closing have been madeSeller.

The Closing. (a) The closing consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution of the sale of the Securities by the Seller to the Purchaser shall occur this Agreement on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, of this Agreement (the “Closing Date”), remotely by exchange of documents and signatures (or their electronic counterparts) and electronic payment of the Aggregate Purchase Price. (a) On or prior to the Closing Date, Seller and/or YFI will cause Txxxxx X. Xxxxxxxx (“Cxxxxxxx”), the sole director of YFI, to (i) increase the number of directors of YFI from one to two and (ii) (x) appoint Jxxxxxxx Xxxxxxx to fill the vacancy on the YFI board of directors created by this newly created position and (y) appoint Jxxxxxxx X. Xxxxxxx as Chief Executive Officer and Chief Financial Officer and appoint Axxxxx X. Xxxxx as President, Treasurer and Secretary of YFI, with such appointments being effective on the Closing Date. (b) At the Closing, each respective Purchaser will deliver to Seller: (i) the Purchaser’s Individual Purchase Price, by wire transfer in accordance with the wire transfer instructions set forth in Exhibit B hereto; and (ii) a certificate of the Managing Member or such other authorized Person (as defined below) of such Purchaser, certifying that attached thereto are true and complete copies of all resolutions of such Purchaser authorizing the execution, delivery, and performance of this Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing to which such Purchaser is a party (collectively, the “Purchaser Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect. (c) At the Closing, Seller shall will deliver, or cause to be delivered, delivered to the respective Purchaser: (1i) certificates evidencing the Seller Shares acquired by such Purchaser, registered in the name of such Purchaser or duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (ii) evidence reasonably satisfactory to the Purchasers evidencing the contribution to the capital of YFI for no additional consideration of that certain amended loan and promissory note issued by YFI in favor of the credit of Seller (the Securities “Seller Note”); (iii) evidence reasonably satisfactory to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided Purchasers that there are no further accounts payable owed by the Purchaser to the Seller in writing prior to YFI as of the Closing; (2iv) a certificate duly executed legal opinion from counsel to Seller and YFI, in form and substance satisfactory to Purchasers and its counsel, containing the opinions set forth on Exhibit C hereto; (v) the resignation of Cxxxxxxx (a) from all offices of YFI held by an authorized signatory of the SellerCxxxxxxx, dated as of effective the Closing DateDate and (b) as a director of YFI, certifying that effective 10 days following the conditions set forth in Section 4.2 have been satisfiedmailing to YFI’s stockholders of an Information Statement required by 17 CFR § 240.14f-1 (the “Information Statement” and such 10-day period the “Waiting Period”); and (3vi) a certificate of the Secretary (or other officer) of Seller certifying: (a) that attached thereto are true and complete copies of all such resolutions of the board of managers, directors and/or members of Seller authorizing the execution, delivery, and performance of this Agreement and the other documents and agreements, instruments, if anyand documents required to be delivered in connection with this Agreement or at the Closing (collectively, that are mutually determined by the “Seller Transaction Documents”) to which Seller is a party and the Purchaser to be necessary to effectuate consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; and (b) the names, titles, and signatures of the officers of Seller authorized to sign the Transaction Documents. (d) At the Closing, YFI will deliver to the respective Purchaser: (i) a stockholder list generated by its transfer agent as of a date no more than five days prior to the Closing Date (the “Stockholder List”); (ii) a certificate of the Secretary (or other officer) of YFI certifying: (a) that attached thereto are true and complete copies of all resolutions of the board of directors and the stockholders of Seller authorizing (x) the execution, delivery, and performance of this AgreementAgreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “YFI Transaction Documents”) to which YFI is a party and the consummation of the transactions contemplated hereby and thereby, and (y) the actions provided for in Section 3(a), and that such resolutions are in full force and effect; and (b) the names, titles, and signatures of the officers of YFI authorized to sign the YFI Transaction Documents; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2iii) a good standing certificate duly executed by an authorized signatory from the Secretary of State of the PurchaserState of Delaware, dated as of within two business days prior to the Closing Date (e) At the Closing, certifying that Seller will pay the conditions set forth YFI Costs and Expenses provided for in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made10(c).

The Closing. The closing of the transactions contemplated by this Agreement shall occur in two stages (each, a “Closing”). Each Closing shall take place at the offices of Xxxxx Xxxxxx & Xxxxxx, 0000 00xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 or such other place as the Sellers and the Buyer shall agree in writing. (a) The closing At the first Closing (the “First Closing”), the Parties shall consummate the purchase of all Purchased Assets (other than the Designated Purchased Assets) and assumption of all Assumed Liabilities (other than the Designated Assumed Liabilities). The First Closing is expected to occur effective as of 12:01 A.M. on July 10, 2006, but shall occur within (5) five days of the sale satisfaction or waiver of the Securities conditions set forth in Article VI and Article VII (disregarding for this purpose any such conditions to be satisfied by actions to be taken at the Seller First Closing), or such other date as the Sellers and the Buyer shall agree in writing. Subject to Section 5.12 and the Purchaser terms of the Management Agreement, Buyer shall occur be entitled to immediate possession of, and to exercise all rights arising under, the Purchased Assets from and after 12:01 A.M. on or prior to May 30the First Closing Date, 2018, as notified in writing by and the Purchaser to operation of the Seller Restaurants shall transfer at least three (3) Business Days in advance (the such time. The date on which the First Closing occurs, occurs shall be referred to as the “First Closing Date”). (b) At the second Closing (the “Second Closing: (i) ”), the Seller Parties shall deliver, or cause to be delivered, to consummate the Purchaser: (1) evidence purchase of the credit Designated Purchased Assets and assumption of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; Designated Assumed Liabilities. The Second Closing shall occur within (25) a certificate duly executed by an authorized signatory five days of the Seller, dated as satisfaction or waiver of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and Article VI and Article VII (3) all disregarding for this purpose any such conditions to be satisfied by actions to be taken at the Second Closing), or such other documents and instruments, if any, that are mutually determined by date as the Seller Sellers and the Purchaser Buyer shall agree in writing. The date on which the Second Closing occurs shall be referred to as the “Second Closing Date”. Buyer shall be necessary entitled to effectuate exercise all rights arising under the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth Designated Purchased Assets from and after 12:01 A.M. on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Second Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (Subject to Section 1.6(b), the “Closing”) of Closing shall take place on March 31, 2002, provided that the sale of the Securities by the Seller to the Purchaser shall occur conditions in Article 5 have been satisfied or waived, or on such later business day on or prior to May September 30, 2018, 2002 as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”)and Buyer may agree. (b) At In the Closing: event the Closing is scheduled to occur on a day in which banks in Japan are not open for business, (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: at least fifteen (115) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing days prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying Buyer and Seller shall establish a joint account (RENMEI KOUZA) at Deutsche Bank AG, Tokyo Branch (the "Joint Account Bank") in which funds may be withdrawn only with the instructions of Buyer, NEC Corporation and the Predecessor Companies (the "Joint Account"); (ii) on or prior to the first business day preceding the scheduled Closing Date, Buyer shall deposit the Initial Purchase Price and the amount required to repay the Intercompany Loan (collectively, the "Deposit Amount") into the Joint Account to be held in escrow until the Closing; and (iii) at the Closing, Buyer shall provide Seller with evidence reasonably satisfactory to Seller that the conditions set forth in Section 4.2 clause (ii) above have been satisfied; and , place an appropriate corporate seal (3GINKO-IN) all (or if acceptable to the Joint Account Bank, an authorized signature) on an irrevocable written instruction to the Joint Account Bank to transfer on the first business day after the Closing Date the Deposit Amount in the Joint Account to an account designated by Seller, and deliver such other written instruction to Seller. Buyer shall execute an assignment (the "Assignment") of its interest in the Joint Account to Seller in form and substance reasonably acceptable to both parties. Any interest accruing on the Deposit Amount in the Joint Account shall belong to Buyer. Buyer and Seller shall execute such documents and instruments, if any, that are mutually determined provide such information as may be reasonably requested by the Seller Joint Account Bank in order to establish the Joint Account and the Purchaser to be necessary to effectuate consummate the transactions contemplated by this Agreement; and (iiSection 1.6(b) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to and Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement1.6(c). (c) Unless otherwise agreed in writing by In the Seller and event that, notwithstanding the Purchaserfact that Buyer has deposited the Deposit Amount into the Joint Account pursuant to Section 1.6(b), all actions at the Closing are inter-dependent and will be deemed to does not take place simultaneously on the scheduled Closing Date, Seller shall place an appropriate corporate seal (GINKO-IN) on an irrevocable written instruction to the Joint Account Bank to transfer on the first business day after the scheduled Closing Date the funds deposited in the Joint Account to an account designated by Buyer, and no delivery or payment will be deemed deliver such written instruction to have been made until all deliveries Buyer, on the scheduled Closing Date. Seller shall execute an assignment of its interest in the Joint Account to Buyer in form and payments under this Agreement due substance reasonably acceptable to be made at both parties. Any interest accruing on the Closing have been madeamount in the Joint Account shall belong to Buyer.

The Closing. (a) The closing (Notwithstanding anything to the “Closing”) contrary herein ----------- contained or the terms of the sale Rights or the Plan, subject to the conditions set forth herein, on the Effective Date the Standby Purchaser, in satisfaction of the Securities Commitment, will deliver at the Closing (i) the aggregate Subscription Price payable upon exercise of any Rights exercised by it and (ii) the purchase price payable in consideration of any shares of Existing Arch Common Stock or, if applicable, Arch Class B Common Stock and, if a Rights Offering Adjustment shall not have occurred, Arch Warrants to be otherwise purchased by it pursuant to the Commitment; provided, -------- however, that, if requested by the Seller Standby Purchaser in writing at least ------- two business days prior to the Effective Date, any cash to be distributed to the Standby Purchaser shall occur on or in respect of Allowed Secured Claims pursuant to the Plan will, prior to May 30, 2018, as notified in writing by the Purchaser distribution thereof pursuant to the Seller at least three (3) Business Days Plan and in advance (accordance with the date instructions included in such written request, be first applied, on which behalf of the Closing occursStandby Purchaser, to the “Closing Date”payment of such amounts payable on the Effective Date as provided in this Section 4(a). (b) Upon payment of the amounts payable as provided in Section 4(a), on the Effective Date at the Closing Arch will deliver to the Standby Purchaser (or its designees) certificates representing the shares of Existing Arch Common Stock, shares of Arch Class B Common Stock, if applicable, and, if a Rights Offering Adjustment shall not have occurred, the Arch Warrants, in each case, (i) issuable upon exercise of any Rights exercised by the Standby Purchaser or (ii) otherwise purchased by the Standby Purchaser pursuant to the Commitment. At the Closing:, Arch will also deliver to the Standby Purchaser (or its designees) certificates representing the Arch Warrants or Arch Participation Warrants, as the case may be, contemplated by Section 7 below. (i) Arch will deliver to the Seller Standby Purchaser two business days after the expiration of the Stockholder Rights Offering a written notice which shall deliver(A) specify the amounts payable at the Closing by it in satisfaction of the Commitment (without taking into account Section 4(e) below), or cause (B) specify the Maximum Reduction Number (as defined in Section 4(e) below, (C) specify the last date on which the notice referred to in Section 4(c) (ii) below may be delivered, to and (D) indicate the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser matters required to be necessary to effectuate the transactions contemplated by this Agreement; andaddressed in such notice. (ii) Within 10 business days after its receipt of the notice referred to in Section 4(c)(i) above, the Standby Purchaser will deliver to Arch and MobileMedia a written notice which shall deliver, or cause to be delivered, to set forth the Seller: Elected Reduction Number (1as defined in Section 4(e) subject to Section 6.16, a wire transfer of immediately available funds into the account designated below) determined by the Seller Standby Purchaser in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal Section 4(e) below. (d) (i) Arch will deliver to the Aggregate Purchase Price minus Standby Purchaser at least five business days prior to the Signing Deposit; (2) Effective Date a certificate duly executed by an authorized signatory of written notice which shall specify the Purchaser, dated as of date on which the Closing Date, certifying that Effective Date is to occur and the conditions set forth last date on which the notice referred to in Section 4.1 have been satisfied; and (34(d)(ii) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to below may be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madedelivered.

The Closing. (a) The Subject to the fulfillment or waiver of the conditions set forth in Article V hereof, the initial purchase and sale of the Notes shall take place at a closing (the “Initial Closing”), on or about the date hereof or such other date as the Purchaser and the Company may agree upon (the “Initial Closing Date”); provided that the Initial Closing Date shall be no later than July 20, 2009. Following the Initial Closing, there may be multiple closings (together with the Initial Closing, each, a “Closing”) of hereunder on such other date or dates as the sale of Company and the purchasers purchasing Securities by on such date may agree (together with the Seller to the Purchaser shall occur on or prior to May 30Initial Closing Date, 2018each, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the a “Closing Date”). ; provided that the final Closing Date shall be no later than August 15, 2009. On the Closing Date, the Company shall deliver to the Purchaser the Securities purchased hereunder, registered in the name of such Purchaser or its nominee. On or prior to the Closing Date, the Purchaser shall deliver the Purchase Price (bthe “Escrowed Funds”) At by certified check made payable to the Closing: (i) order of “Signature Bank, as Escrow Agent for Sino Clean Energy Inc.” or by wire transfer of immediately available funds: Wire transfers to the Seller Escrow Agent shall deliverbe made as follows: ABA# 000000000 Account# 00001500984925 Re: Signature Bank as escrow agent for Sino Clean Energy Inc. Attention: Xxx Xxxxx In addition, or cause each party shall deliver all documents, instruments and writings required to be delivered, delivered by such party pursuant to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing this Agreement at or prior to the Closing; (2) a certificate duly executed . The Securities will be fully owned and paid for by an authorized signatory of the Seller, dated Purchaser as of the Closing Date, certifying that . The account with Signature Bank shall be referred to herein as the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made“Escrow Account”.

The Closing. (a) The closing of the sale and purchase of the Assets (the “Closing”) shall take place on the later of (i) sixty (60) days after the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least Effective Date and (ii) three (3) Business Days in advance (after the date on which the Shareholder Approval is obtained (the “Initial Closing occursDate”); provided, however, Seller shall have the right to adjourn the Initial Closing Date as provided in Section 8.3(a) hereto (the Initial Closing Date, as the same may be extended pursuant to this Section 2.3(a) and/or Section 8.3(a), being hereinafter referred to as the “Closing Date”). TIME SHALL BE OF THE ESSENCE WITH RESPECT TO BUYER’S AND SELLER’S OBLIGATIONS UNDER THIS AGREEMENT (subject to such adjournments of the Closing Date as are expressly permitted by this Agreement). (b) At Notwithstanding the Closing: foregoing, in the event that Shareholder Approval is not obtained before August 19, 2018 (the “Outside Closing Date”), Buyer shall have the right to terminate this Agreement upon written notice to Seller and upon such termination (i) the Seller Xxxxxxx Money shall deliverbe immediately returned to Buyer, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) Seller shall pay to Buyer within five (5) Business Days of the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in Outside Closing Date an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed all out-of-pocket costs and expenses incurred by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth Buyer and its Affiliates in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate connection with the transactions contemplated by hereunder (the “Reimbursement Amount”) and (iii) the parties shall not have any further rights or obligations hereunder except such rights and obligations that expressly survive termination of this Agreement. (c) Unless otherwise agreed in writing The Closing shall be held on the Closing Date at 3:00 P.M. (New York Time) by the mutually acceptable escrow arrangements. There shall be no requirement that Seller and Buyer physically attend the PurchaserClosing, and all actions funds and documents to be delivered at the Closing are inter-dependent shall be delivered to the Escrow Agent unless the parties hereto mutually agree otherwise. Buyer and will Seller hereby authorize their respective attorneys to execute and deliver to the Escrow Agent any additional or supplementary instructions as may be deemed necessary or convenient to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under implement the terms of this Agreement due to be made at and facilitate the Closing have been madeclosing of the transactions contemplated hereby, provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) 2.1 The closing of the transactions contemplated under this Agreement (the “Closing”) shall take place at 10:00 a.m. at the main office of Issuer, 6000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxxxx, xx at such other place as the parties shall agree in writing, on the date following the sixth (6th) trading day after the satisfaction or waiver (subject to applicable law) of the sale latest to occur of the Securities conditions set forth in Sections 10, 11 and 12 (other than those conditions that by their nature are to be satisfied or waived at the Closing) and the completion of the Rights Offering and the Public Offer or such other date mutually agreed upon by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three parties (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). 2.2 Immediately prior to the Closing (and as a condition of Investor’s obligations to purchase the Shares and otherwise perform its obligations under this Agreement), Issuer shall deliver to Investor a certificate executed by its Chief Executive Officer certifying that (a) as of such date, to her knowledge, the representations and warranties of Issuer set forth herein are accurate and complete in all respects and (b) that there has not been since the execution of this Agreement any material adverse change to Issuer’s business. 2.3 Immediately prior to the Closing (and as a condition of Issuer’s obligations to deliver the Shares and otherwise perform its obligations under this Agreement), Investor shall deliver to Issuer a certificate executed by its Chief Executive Officer certifying as to Investor that as of such date, to his or her knowledge, the representations and warranties of Investor set forth herein are accurate and complete in all material respects. 2.4 At the Closing: (i) the Seller shall deliver, or cause to be delivered, subject to the Purchaser:terms and conditions hereof, Issuer shall issue the Shares to Investor and deliver to Investor a certificate representing the Shares, duly registered in the name of Investor, as specified on the signature page hereto. (1) evidence of 2.5 At the credit of the Securities Closing, subject to the Purchaser’s account in accordance with terms and conditions hereof, Investor shall deliver to Issuer the Deposit/Withdrawal At Custodian instructions provided Purchase Price by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the to an account designated designed by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeIssuer.

The Closing. (a) The closing (the “Closing”) Payment of the sale purchase price for the Firm Shares shall be made to the Company by Federal Funds wire transfer against delivery of the Securities certificates for the Firm Shares to or as designated by the Seller to Underwriter through the Purchaser facilities of The Depository Trust Company for the account of the Purchasers. Such payment and delivery shall occur be made at 7:00 A.M., Los Angeles time, on or prior to May 3010, 2018, as notified in writing by the Purchaser to the Seller at least three 2016 (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”)) other than in respect of any Purchasers who are officers, directors, employees or consultants of the Company. The time at which such payment and delivery are to be made is hereinafter sometimes called the “Time of Purchase.” Subject to the preceding sentence, electronic transfer of the Firm Shares shall be made at the Time of Purchase in such names and in such denominations as the Underwriter shall specify. (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence Payment of the credit purchase price for the Additional Shares shall be made at the Additional Time of Purchase in the same manner and at the same office and time of day as the payment for the Firm Shares. Electronic transfer of the Securities to Additional Shares shall be made at the Purchaser’s account Additional Time of Purchase in accordance with such names and in such denominations as the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser Underwriter shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreementspecify. (c) Unless otherwise agreed in writing by Delivery of the Seller documents required to be delivered to the Underwriter pursuant to Sections 4 and 6 hereof shall be at 10:00 A.M., Los Angeles time, on the PurchaserClosing Date or the Additional Closing Date, all actions as the case may be, at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeoffices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.

The Closing. The closing of the purchase and sale of the Acquired Assets and the assumption of the Assumed Liabilities, and the transactions relating thereto (the "Closing") will take place at the offices of Xxxxx, Xxxxxx & Associates, Ltd., 0000 Xxxxxx Xxxxxx Parkway, Las Vegas, Nevada, or at such other place as is mutually agreeable to the Parties, commencing at 10:00 a.m. local time on such day as Purchaser may specify on three days prior written notice to Seller or such other date as the Parties may mutually determine; provided that such date shall not be later than 60 days from the date hereof, except upon the written agreement of the Parties. The date and time of the Closing are herein referred to as the "Closing Date." At the Closing, subject to the satisfaction or waiver of each of the conditions specified in Sections 9.1 and 9.2 below: (a) The closing Seller will convey to Purchaser good title to all of the Acquired Assets, free and clear of all Liens, and deliver to Purchaser warranty deeds, bills of sale, assignments of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Acquired Assets, including the Xxxx of Sale, Assignment and Assumption Agreement ("Xxxx of Sale") substantially in the form attached hereto as Exhibit A (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”"Sale").; (b) At the Closing: (i) the Purchaser will deliver to Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence such instruments of the credit of the Securities to the Purchaser’s account assumption as are required in accordance with the Deposit/Withdrawal At Custodian instructions provided by the order for Purchaser to assume the Seller in writing prior to Assumed Liabilities, including the ClosingXxxx of Sale (the "Assumption"); (2c) a certificate duly executed by an authorized signatory of the Purchaser will deliver to Seller (or, at Seller's direction, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such to lenders or other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (iithird parties) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a Cash Purchase Price by wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfiedfunds; and (3d) all such there shall be delivered to Purchaser and Seller the opinions, certificates and other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser instruments provided to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments delivered under this Agreement due to be made at the Closing have been madeArticle 9 hereof.

The Closing. (a) The Subject to the satisfaction or waiver of the conditions for the Closing set forth in this Section 2.02, the closing (the “Closing”) of the purchase and sale of the Securities Notes hereunder shall take place electronically by exchange of the Seller to the Purchaser shall occur closing deliverables on March 23, 2023, or prior to May 30, 2018, at such other time or date as notified may be mutually agreed upon in writing by the Purchaser to Company and the Seller at least three (3) Business Days in advance Purchasers of a majority of the Notes (the date on which the Closing actually occurs, the “Closing Date”). (b) At To effect the purchase and sale of Notes, upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (i) the Seller Company and the Trustee shall deliversign, execute, and deliver the applicable portion of the Notes registered in the name of each Purchaser or cause through the facilities of DTC as elected by the Purchasers, against payment in full by or on behalf of such Purchaser of the applicable Purchase Price for the applicable portion of the Notes; provided, that each Purchaser acknowledges that the delivery of the Notes may be delayed due to procedures and mechanics within the system of DTC or other events beyond the Company’s control and that such delay will not be a default under this Agreement as long as (x) the Company is using its reasonable best efforts to effect the issuance of one or more global notes representing the Notes and (y) such delay is no longer than five Business Days after the Closing Date; provided further, that notwithstanding the timing of completion of the delivery of Notes through the DWAC system, all Notes shall be deemed to have been delivered to the Purchasers at the Closing and interest shall begin to accrue as of the Closing Date; (ii) each Purchaser shall have caused to be delivered, delivered to the Purchaser:Company a duly completed and executed IRS Form W-8 or W-9, as applicable; and (1iii) evidence of the credit of the Securities by 10:00 AM, New York City time, one Business Day prior to the Purchaser’s account in accordance with Closing Date, each Purchaser will deliver the Deposit/Withdrawal At Custodian Purchase Price to the Escrow Account by wire transfer of immediately available funds according to the wire transfer instructions provided by or the Company Representative. The delivery of funds from the Purchaser to the Seller Escrow Account shall be deemed to constitute irrevocable instructions from the Purchaser that the Purchaser’s conditions to the Closing will be deemed to be satisfied upon receipt by the Trustee of the Company Closing Certificate (as defined below) and, in writing that event, each Purchaser agrees that the Escrow Agent may release the funds to the Company, on the terms, and subject to the conditions contained in the Escrow Agreement, from the Escrow Account. (c) The obligations of the Company and each Purchaser to consummate the Closing are subject to the satisfaction or waiver of the following conditions: (i) the purchase and sale of the Notes shall not be prohibited by law or enjoined by any Governmental Entity of competent jurisdiction; and (ii) the execution by the parties thereto of that certain Subscription Agreement, dated as of March 14, 2023 by and among Oatly Group AB and the Purchasers named therein, relating to the Swedish 9.25% Convertible Senior PIK Notes shall have occurred. (d) The obligations of each Purchaser to consummate the Closing are subject to the satisfaction or waiver of the following conditions: (A) the representations and warranties of the Company set forth in Section 3.01(a), Section 3.01(b), Section 3.01(c) and Section 3.01(e) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified); and (B) the representations and warranties of the Company set forth in Section 3.01, other than as described in the foregoing clause (A), shall be true and correct on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified) (giving effect to materiality, Material Adverse Effect, or similar phrases in the representations and warranties); (ii) the Company shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing; (2iii) each Purchaser shall have received a certificate certificate, dated the Closing Date, duly executed by an authorized signatory executive officer of the Seller, dated as Company on behalf of the Closing DateCompany, certifying that the conditions specified in Sections 2.02(d)(i) and 2.02(d)(ii) have been satisfied; (iv) the Company and the Trustee shall have executed the applicable Notes and delivered a copy to each Purchaser; (v) the Company and the Trustee shall have executed the Indenture, and copies of the Indenture shall have been delivered to each Purchaser; and (vi) the Notes shall be eligible for delivery through DTC. (e) The obligations of the Company to sell the Notes to each Purchaser are subject to the satisfaction or waiver of the following conditions as of the Closing: (i) the Board of Directors shall have resolved to issue warrants (the “Warrants”) to purchase the Underlying Shares issuable upon conversion of the Notes to the Company, which Warrants will be exercised by the Company on behalf of the holders of the Notes in order to settle physical conversions of the Notes; (ii) (A) the representations and warranties of each Purchaser set forth in Section 4.2 3.02(a) and Section 3.02(b) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified); and (B) the representations and warranties of each Purchaser set forth in Section 3.02, other than as described in the foregoing clause (A), shall be true and correct on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified) (giving effect to materiality or similar phrases in the representations and warranties); (iii) each Purchaser shall have been satisfiedperformed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date; and (3iv) all the Company shall have received a confirmation (which may be given via e-mail) as of the Closing Date from each Purchaser certifying that the conditions specified in Sections 2.02(e)(ii) and 2.02(e)(iii) have been satisfied in respect of such other documents and instrumentsPurchaser. (f) On the Closing Date, if any, that are mutually determined upon receipt by the Seller and Trustee of a certificate from an executive officer of the Company (the “Company Closing Certificate”) certifying that the conditions to each Purchaser’s obligations to close as set forth in this Agreement have been satisfied: (i) in consideration for the receipt of the Purchase Price from each Purchaser to the Escrow Account, the Company shall deliver the Notes to such Purchaser to the account specified by such Purchaser in its Participant Information. The Notes will be necessary to effectuate represented by one or more definitive global securities and will be deposited on the transactions contemplated Closing Date, or as soon as practicable thereafter, by this Agreementor on behalf of the Company, with DTC or the Trustee’s designated custodian, and registered in the name of Cede & Co; and (ii) in consideration for the sale of the Notes to a Purchaser, such Purchaser shall deliver, or cause to be delivered, hereby authorizes the release of the Purchase Price to the Seller: (1) Company by the Escrow Agent from the Escrow Account subject to Section 6.16, a wire transfer the satisfaction of immediately available funds into the account designated by escrow release conditions set forth in the Seller Escrow Agreement in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory terms of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Escrow Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (Notwithstanding anything to the “Closing”) contrary herein contained or the terms of the sale Rights or the Plan, subject to the conditions set forth herein, on the Effective Date the Standby Purchaser, in satisfaction of the Securities Commitment, will deliver at the Closing (i) the aggregate Subscription Price payable upon exercise of any Rights exercised by it and (ii) the purchase price payable in consideration of any shares of Existing Arch Common Stock or, if applicable, Arch Class B Common Stock and Arch Warrants to be otherwise purchased by it pursuant to the Commitment; provided, however, that, if requested by the Seller Standby Purchaser in writing at least two business days prior to the Effective Date, any cash to be distributed to the Standby Purchaser shall occur on or in respect of Allowed Secured Claims pursuant to the Plan will, prior to May 30, 2018, as notified in writing by the Purchaser distribution thereof pursuant to the Seller at least three (3) Business Days Plan and in advance (accordance with the date instruction included in such written request, be first applied, on which behalf of the Closing occursStandby Purchaser, to the “Closing Date”payment of such amounts payable on the Effective Date as provided in this Section 4(a). (b) At Upon payment of the Closing: amounts payable as provided in Section 4(a), on the Effective Date at the Closing Arch will deliver to the Standby Purchaser (or its designees) certificates representing the shares of Existing Arch Common Stock, shares of Arch Class B Common Stock, if applicable, and the Arch Warrants, in each case, (i) issuable upon exercise of any Rights exercised by the Seller Standby Purchaser or (ii) otherwise purchased by the Standby Purchaser pursuant to the Commitment. (c) Arch will deliver to the Standby Purchaser at least five business days prior to the Effective Date a written notice which shall deliver(i) specify the amounts payable at the Closing by it in satisfaction of the Commitment, or cause (ii) specify the date on which the Effective Date is to occur and the last date on which the notice referred to in Section 4(d) may to be delivered, and (iii) indicate the matters required to the Purchaser:be addressed in such notice. (1d) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing least two business days prior to the Closing; (2) Effective Date, the Standby Purchaser will deliver to Arch and MobileMedia a certificate duly executed written notice which shall set forth the number of shares of Existing Arch Common Stock beneficially owned by an authorized signatory of the Seller, dated it as of such date. During the Closing period from the date of such notice through the Effective Date, certifying that neither the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Standby Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser nor any affiliate thereof shall deliveracquire beneficial ownership of, or cause any rights to be deliveredacquire, to the Seller: (1) subject to Section 6.16, a wire transfer any additional shares of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery Existing Arch Common Stock or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeany Unsecured Claim.

The Closing. (a) The closing (the “Closing”) Closing of the sale of the Securities Premises is to be held at 10:00 am on the second business day following the twentieth (20th) day after the entry of the Court Order, at the office of the Special Master, or at such other time and place prior thereto as may be agreed to by the Seller parties, provided that the Closing has not been stayed or enjoined by a court of competent jurisdiction. In the event Court approval of this Agreement and conveyance contemplated hereunder is not obtained by the Special Master on or before July 31, 2013, or the Special Master is unable to convey title to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account Premises in accordance with the Deposit/Withdrawal At Custodian instructions provided terms of this Agreement, then the Special Master shall return to the Buyer all sums paid by the Purchaser Buyer to the Seller in writing prior Special Master pursuant to this Agreement, with interest earned thereon, if any, and all other obligations of the parties hereto shall cease and this Agreement shall be null and void without recourse or either party hereto. At the Closing; (2) a certificate duly executed by an authorized signatory , Buyer shall pay the remainder of the Seller, dated as of the Closing Date, certifying that the conditions Purchase Price set forth in Section 4.2 have been satisfied; and (3) 5 hereof by certified or bank check of immediate available funds drawn on a local bank. It is agreed and understood that TIME IS OF THE ESSENCE of this Agreement. At Closing, Buyer shall provide Sellers with a copy of the Municipal Lien Certificate or other evidence of payment of taxes reasonably satisfactory to Seller, and a settlement statement with the basis for the computation of all such adjustments and other documents and instrumentsentries on the Settlement Statement. At the Closing, if any, that are mutually determined by the Buyer's net proceeds bank or certified check shall be delivered to the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller held in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory escrow pending recording of the PurchaserDeed, dated as at which time such funds shall be released from escrow. Xxxxx agrees to record the Deed in the appropriate recording office forthwith after delivery of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will same. This provision shall be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at survive the Closing have been madeClosing. Buyer shall notify Seller forthwith of the recording of the Deed.

The Closing. (ai) The closing (the “Closing”) of the purchase and sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, (as notified in writing by the Purchaser to the Seller at least three (3defined below) Business Days in advance (the "Closing") shall take place at the offices of Freshman, Marantz, Orlanski, Coopxx & Xleix, 0000 Xxxxxxxx Xxxxxxxxx, 0xh Xxxxx, Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, xxmediately following the execution hereof or such later date on which or different location as the Closing occursparties shall agree in writing, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing but not prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying date that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined satisfied or waived by the Seller appropriate party. The date of the Closing is hereinafter referred to as the "Closing Date." At the Closing, the Company shall sell and issue to the Purchaser, and the Purchaser to be necessary to effectuate shall purchase from the transactions contemplated by this AgreementCompany, an aggregate principal amount of $1,200,000 of Debentures for an aggregate purchase price of $1,200,000 (the "Purchase Price"). (cii) Unless otherwise agreed At the Closing (a) the Company shall deliver to the Purchaser (1) Debentures (in definitive form) in the denominations specified on Schedule 1 attached hereto, each registered in the name of such Purchaser, and (2) all other documents, instruments and writings required to have been delivered at or prior to the Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchaser, in the form of Exhibit B annexed hereto (the "Registration Rights Agreement"), and (b) the Purchaser shall deliver to the Company the Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Seller and the Purchaser, all actions at Company for such purpose on or prior to the Closing are inter-dependent Date, and will be deemed to take place simultaneously all documents, instruments and no delivery or payment will be deemed writings required to have been made until all deliveries and payments under delivered at or prior to the Closing by the Purchaser pursuant to this Agreement due to be made at and the Closing have been madeRegistration Rights Agreement.

The Closing. (a) The closing (Unless this Agreement shall have been terminated and the “Closing”) of the sale of the Securities by the Seller ----------- transactions herein contemplated shall have been abandoned pursuant to Section 10, and subject to the Purchaser shall occur on satisfaction or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence waiver of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents Sections 6, 7 and instruments8, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate closing of the transactions contemplated herein and under the Transaction Agreements shall take place at 10:00 a.m. Boston time on the first Monday following the satisfaction or waiver of all of the conditions required to be satisfied at or prior to the Closing (except that if such conditions are satisfied or waived prior to December 2, 1996, such conditions shall not for this purpose be deemed to be satisfied or waived until the earlier of December 2, 1996 and the execution of definitive financing documents pursuant to the Financing Commitments (as defined in Section 3.7)), which Monday is at least three business days after such satisfaction or waiver, at the offices of Ropes & Xxxx, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, unless another date, time or place is agreed to in writing by this Agreement; and the parties hereto, but in no event later than December 23, 1996, provided that such date may be deferred to a date no later than January 27, 1997 that is the first Monday that is at least three business days after the expiration or termination of any waiting periods under the HSR Act, if applicable, and provided further that if TJX or Seller shall deliver supplemental information to Buyer pursuant to Section 5.3, then such closing date shall be the later of (iia) the Purchaser shall deliver, or cause to be delivered, date determined pursuant to the Seller: foregoing provisions of this sentence and (1b) subject the first Monday that is at least five days after the date on which such supplemental information was delivered to Buyer (such date being referred to as the "Delivery Date"). At such closing, Seller shall deliver to Buyer those documents specified in Sections 7.3 and 7.4 hereof, against payment of the Estimated Cash Purchase Price (as defined in Section 6.16, a 1.4) to Seller by wire transfer of in immediately available funds into and delivery of the account designated by Buyer Notes to Seller. Notwithstanding the Seller in accordance with foregoing, upon the wire instructions set forth Delivery Date, the closing shall be deemed to occur at midnight on the Seller’s signature page hereto in an amount equal to Saturday preceding the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Delivery Date, certifying which time is herein referred to as the "Closing" for all purposes, including the allocation or assumption of assets, benefits and liabilities to be purchased, transferred or assumed hereunder and the status of employees as employees of Seller or Buyer hereunder; provided, however, that solely for the purpose of determining whether the conditions set forth in Section 4.1 Sections 6, 7 and 8 have been satisfied; and (3) all such other documents and instrumentsfulfilled, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will shall be deemed to take place simultaneously and no delivery or payment will be deemed the Monday referred to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeabove.

The Closing. (a) The Subject to the terms and conditions of this Agreement, the closing of the purchase by the Purchasers of the Subject Shares (the “"CLOSING") shall take place (i) at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., local time, on the second Business Day following the day on which the conditions set forth in Article VI shall have been fulfilled or waived in accordance herewith (other than conditions that may only be satisfied at the Closing”) of or (ii) at such other place, time or date as the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the Parties agree. The date on which the Closing occurs, occurs is hereinafter referred to as the “Closing Date”)"CLOSING DATE." (b) At the Closing: , (i) the Seller shall deliverdeliver to LDIG OTV stock certificates representing the Purchased A Shares, duly endorsed in blank or with separate medallion guaranteed notarized stock transfer powers attached thereto and signed in blank, together with all other instruments of transfer necessary or appropriate to effect the transfer of the Purchased A Shares to LDIG OTV, (ii) the Seller shall deliver to Liberty stock certificates representing the Purchased B Shares, duly endorsed in blank or with separate medallion guaranteed notarized stock transfer powers attached thereto and signed in blank, together with all other instruments of transfer necessary or appropriate to effect the transfer of the Purchased B Shares to Liberty, (iii) in exchange therefor, the Purchasers shall deliver or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser delivered to the Seller in writing prior to the Closing; (2A) a certificate duly executed payment, by an authorized signatory of the Sellerwire transfer, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the to an account designated or accounts at a bank identified by the Seller in accordance with Parties by written notice to the wire instructions set forth on Purchasers at least two Business Days prior to the Seller’s signature page hereto Closing Date in an amount equal to the Aggregate Cash Amount and (B) one or more certificates representing a number of shares of Liberty Stock equal to the quotient of (1) the Purchase Price minus the Signing Deposit; Cash Amount and (2) a certificate duly executed by an authorized signatory the Average Market Price of the PurchaserLiberty Stock, dated as registered in the name of Seller (the Closing Date"LIBERTY CONSIDERATION SHARES"), certifying that and (iv) the conditions set forth OpenTV share register shall be updated to reflect the transfers described in Section 4.1 have been satisfied; and the foregoing clauses (3i) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement(ii). (c) Unless otherwise agreed in writing by At the Seller and Closing, the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery Parties shall deliver or payment will be deemed to have been made until all deliveries and payments under this Agreement due cause to be made at delivered the Closing have been madecertificates and other documents required to be delivered pursuant to Article VI hereof.

The Closing. (a) The Subject to the satisfaction or waiver of the conditions for the Closing set forth in this Section 2.02, the closing (the “Closing”) of the purchase and sale of the Securities Notes hereunder shall take place electronically by exchange of the Seller to closing deliverables upon the Purchaser shall occur on satisfaction of the closing conditions set forth herein, or prior to May 30, 2018, at such other time or date as notified may be mutually agreed upon in writing by the Purchaser to Company and the Seller at least three (3) Business Days in advance Purchasers of a majority of the Notes (the date on which the Closing actually occurs, the “Closing Date”). (b) At To effect the purchase and sale of Notes, upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (i) the Seller Company shall deliver(A) resolve to issue the Notes to the Purchasers and, subject to the Purchasers’ respective subscriptions for the Notes, shall resolve to allot the Notes to the respective Purchasers, (B) sign, execute and deliver the applicable portion of the Notes in the certificate form attached hereto as Exhibit B, registered in the name of each Purchaser, against payment in full by or on behalf of such Purchaser of the applicable Purchase Price for the applicable portion of the Notes, and (C) submit the terms and conditions of the Convertible Bond for registration with the Swedish Companies Registration Office; provided, that each Purchaser acknowledges that the registration of the Convertible Bond and thus the conversion mechanism constituting part of the Notes may be delayed due to procedures of the Swedish Companies Registration Office or other events beyond the Company’s control and that such delay will not be a default under this Agreement as long as the Company is using its reasonable best efforts to effect the registration of the Convertible Bond no later than on the thirtieth Business Day following the date of this Agreement, in which case the undertakings in Section 2.05 of the Convertible Bond shall apply; provided further, that notwithstanding the timing of the registration of the Convertible Bond and the effectiveness of the conversion mechanism of the Notes, all Notes will be delivered to the Purchasers at the Closing and interest shall begin to accrue as of the Closing Date; and (ii) each Purchaser shall cause a wire transfer to be delivered, made to an account of the Company designated to the PurchaserPurchasers in accordance with Section 2.01(b) in an amount equal to the Purchase Price for the applicable Notes. (c) The obligations of the Company and each Purchaser to consummate the Closing are subject to the satisfaction or waiver of the following conditions: (1i) evidence the purchase and sale of the credit Notes shall not be prohibited by law or enjoined by any Governmental Entity of competent jurisdiction; and (ii) the closing and funding of the Securities 9.25% Convertible Senior PIK Notes pursuant to that Investment Agreement, dated as of March 14, 2023, between the Company and the purchasers named therein shall have occurred (the “U.S. Investment Agreement”). (d) The obligations of each Purchaser to consummate the Closing are subject to the Purchaser’s account satisfaction or waiver of the following conditions: (i) (A) the representations and warranties of the Company set forth in accordance Section 3.01(a), Section 3.01(b), Section 3.01(c) and Section 3.01(e) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified); and (B) the representations and warranties of the Company set forth in Section 3.01, other than as described in the foregoing clause (A), shall be true and correct on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified) (giving effect to materiality, Material Adverse Effect, or similar phrases in the representations and warranties); (ii) the Company shall have performed and complied in all material respects with the Deposit/Withdrawal At Custodian instructions provided all agreements and obligations required by the Purchaser this Agreement to the Seller in writing be performed or complied with by it on or prior to the Closing; (2iii) each Purchaser shall have received a certificate certificate, dated the Closing Date, duly executed by an authorized signatory executive officer of the SellerCompany on behalf of the Company, certifying that the conditions specified in Sections 2.02(d)(i), 2.02(d)(ii) and 2.02(d)(iv) have been satisfied; (iv) the Company shall have procured the registration of the Convertible Bond with the Swedish Companies Registration Office; (v) the Company shall have executed the applicable Notes and delivered a copy to each Purchaser; (vi) the Company and/or any of its subsidiaries shall have entered into a revolving credit facility on terms and subject to conditions consistent in all material respects with the commitment letters dated on or around March 14, 2023 from BNP Paribas SA, Bankfilial Sverige, Coöperatieve Rabobank U.A., Nordea Bank Abp, filial i Sverige and X.X. Xxxxxx SE to the Company; (vii) if the Company and/or any of its subsidiaries shall have entered into an intercreditor agreement with the Purchasers (“Intercreditor Agreement”), such Intercreditor Agreement shall be on terms no less favorable to the Purchasers than the draft intercreditor agreement and unsecured convertible notes rider to be inserted therein circulated by the Company prior to the date hereof; (viii) if the Company and/or any of its subsidiaries shall have entered into a term loan B credit facility, any arrangement providing for such term loan shall be on terms and subject to conditions (i) consistent in all material respects with the proposed terms set out in the commitment letter dated on or around March 14, 2023, from Silver Point Capital, L.P. to the Company and (ii) not materially less favorable (from the perspective of the Purchasers) than those contained in the draft term loan B credit agreement distributed by the Company to the Purchasers on March 7, 2023; (ix) the Purchasers shall have received legal opinions from U.S. and Swedish counsel to the Company, in form and substance satisfactory to the Purchasers, addressing organization and good standing of the Company, authorization, execution and delivery and enforceability of the Transaction Agreements, no conflicts and no consents, and no registration under the Securities Act; and (x) the Company shall have provided the Purchasers written notice of the Closing Date no later than three Business Days prior to the Closing Date. (e) The obligations of the Company to sell the Notes to each Purchaser are subject to the satisfaction or waiver of the following conditions as of the Closing: (i) (A) the representations and warranties of each Purchaser set forth in Section 3.02(a) and Section 3.02(b) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified); and (B) the representations and warranties of each Purchaser set forth in Section 3.02, other than as described in the foregoing clause (A), shall be true and correct on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified) (giving effect to materiality or similar phrases in the representations and warranties); (ii) each Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date; and (iii) the Company shall have received a confirmation (which may be given via email), dated as of the Closing Date, Date from each Purchaser certifying that the conditions set forth specified in Section 4.2 Sections 2.02(e)(i) and 2.02(e)(ii) have been satisfied; and (3) all satisfied in respect of such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (the “Closing”) of the purchase and sale of the Securities by Assets and the Seller assumption of the Assumed Liabilities (the "Closing") shall be held at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxxx Xx., Xxx Xxxxxxxxx, Xxxxxxxxxx, at 10:00 a.m. on a date to be mutually agreed upon between the parties, which shall be the later of March 15, 2001, or the second business day after satisfaction of the condition to closing set forth in Section 7.3(a), or, if the other conditions to the Purchaser Closing shall occur on not have been satisfied or prior to May 30, 2018waived by such date, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance soon thereafter as is practicable once such conditions are satisfied or waived (the date on which the Closing occursshall occur being referred to herein as the "Closing Date"). Without limiting the foregoing, the “Closing Date”)parties acknowledge that their mutual desire is to close on March 1, 2001, or as soon thereafter as is reasonably possible and will endeavor to do so. (bi) At the Closing, Buyer shall deliver to the Sellers: (iA) the Seller shall deliver, or cause by wire transfer to be delivered, to the Purchaser: a single bank account (1) evidence of the credit of the Securities to the Purchaser’s account designated in accordance with the Deposit/Withdrawal At Custodian instructions provided writing by the Purchaser to the Seller in writing Sellers at least two business days prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date), certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate "Total Shareholders Equity" as shown on the Pro Forma Closing Balance Sheet less the Inventory Adjustment plus $170,000,000 (the "Closing Purchase Price minus Price"), less $15,000,000 to be held by a third party as an escrow or retainage (the Signing Deposit"Escrow"); (2B) a certificate duly executed instruments of assumption in form and substance reasonably satisfactory to Sellers and their counsel evidencing and effecting the assumption by an authorized signatory Buyer of the PurchaserAssumed Liabilities and such other documents as are specifically required by this Agreement. (ii) At the Closing, dated Buyer shall deliver the Escrow to a third party escrow agent (the "Escrow Agent"), mutually agreeable to the parties, pursuant to an Escrow Agreement attached as EXHIBIT A (the "Escrow Agreement"). The Escrow will be placed in an interest bearing account. The interest will be paid to the parties based on the distribution of the Escrow. Any amount remaining in the Escrow after the first anniversary of the Closing Date, certifying that Date will be paid to the conditions set forth Sellers. Buyer will be permitted to offset amounts due to Buyer from the Sellers against the amounts in Section 4.1 have been satisfied; andescrow. (3iii) all such other documents and instrumentsAt the Closing, if any, that are mutually determined by the Seller and the Purchaser Sellers shall deliver or cause to be necessary delivered to effectuate Buyer executed instruments of sale, assignment, transfer and conveyance in form and substance reasonably satisfactory to Buyer and its counsel evidencing and effecting the transactions contemplated by sale and transfer to Buyer of the Assets (it being understood that such instruments shall not require Sellers to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement (c) Unless otherwise agreed in writing ). Sellers agree to convey, and Buyer agrees to accept, title to the Real Property, Appurtenances and Improvements by grant deed and Seller shall remove prior to Closing any mortgage or deed of trust liens regarding the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madeReal Property and/or Leased Property.

The Closing. (a) The Subject to the satisfaction or waiver of the conditions for the Closing set forth in this Section 2.02, the closing (the “Closing”) of the purchase and sale of the Securities Notes hereunder shall take place electronically by exchange of the Seller to closing deliverables upon the Purchaser shall occur on satisfaction of the closing conditions set forth herein, or prior to May 30, 2018, at such other time or date as notified may be mutually agreed upon in writing by the Purchaser to Company and the Seller at least three (3) Business Days in advance Purchasers of a majority of the Notes (the date on which the Closing actually occurs, the “Closing Date”). (b) At To effect the purchase and sale of Notes, upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (i) the Seller Company shall deliver(A) resolve to issue the Notes to the Purchasers and, subject to the Purchasers’ respective subscriptions for the Notes, shall resolve to allot the Notes to the respective Purchasers, (B) sign, execute and deliver the applicable portion of the Notes in the certificate form attached hereto as Exhibit B, registered in the name of each Purchaser, against payment in full by or on behalf of such Purchaser of the applicable Purchase Price for the applicable portion of the Notes, and (C) submit the terms and conditions of the Convertible Bond for registration with the Swedish Companies Registration Office; provided, that each Purchaser acknowledges that the registration of the Convertible Bond and thus the conversion mechanism constituting part of the Notes may be delayed due to procedures of the Swedish Companies Registration Office or other events beyond the Company’s control and that such delay will not be a default under this Agreement as long as the Company is using its reasonable best efforts to effect the registration of the Convertible Bond no later than on the thirtieth Business Day following the date of this Agreement, in which case the undertakings in Section 2.05 of the Convertible Bond shall apply; provided further, that notwithstanding the timing of the registration of the Convertible Bond and the effectiveness of the conversion mechanism of the Notes, all Notes will be delivered to the Purchasers at the Closing and interest shall begin to accrue as of the Closing Date; and (ii) each Purchaser shall cause a wire transfer to be delivered, made to an account of the Company designated to the PurchaserPurchasers in accordance with Section 2.01(b) in an amount equal to the Purchase Price for the applicable Notes. (c) The obligations of the Company and each Purchaser to consummate the Closing are subject to the satisfaction or waiver of the following conditions: (1i) evidence the purchase and sale of the credit Notes shall not be prohibited by law or enjoined by any Governmental Entity of competent jurisdiction; and (ii) the closing and funding of the Securities 9.25% Convertible Senior PIK Notes pursuant to that Investment Agreement, dated as of March 14, 2023, between the Company and the purchasers named therein shall have occurred (the “U.S. Investment Agreement”). (d) The obligations of each Purchaser to consummate the Closing are subject to the Purchaser’s account satisfaction or waiver of the following conditions: (i) (A) the representations and warranties of the Company set forth in accordance Section 3.01(a), Section 3.01(b), Section 3.01(c) and Section 3.01(e) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified); and (B) the representations and warranties of the Company set forth in Section 3.01, other than as described in the foregoing clause (A), shall be true and correct on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified) (giving effect to materiality, Material Adverse Effect, or similar phrases in the representations and warranties); (ii) the Company shall have performed and complied in all material respects with the Deposit/Withdrawal At Custodian instructions provided all agreements and obligations required by the Purchaser this Agreement to the Seller in writing be performed or complied with by it on or prior to the Closing; (2iii) each Purchaser shall have received a certificate certificate, dated the Closing Date, duly executed by an authorized signatory executive officer of the SellerCompany on behalf of the Company, certifying that the conditions specified in Sections 2.02(d)(i), 2.02(d)(ii) and 2.02(d)(iv) have been satisfied; (iv) the Company shall have procured the registration of the Convertible Bond with the Swedish Companies Registration Office; (v) the Company shall have executed the applicable Notes and delivered a copy to each Purchaser; (vi) the Company and/or any of its subsidiaries shall have entered into a revolving credit facility on terms and subject to conditions consistent in all material respects with the commitment letters dated on or around March 14, 2023 from BNP Paribas SA, Bankfilial Sverige, Coöperatieve Rabobank U.A., Nordea Bank Abp, filial i Sverige and J.X. Xxxxxx SE to the Company; (vii) if the Company and/or any of its subsidiaries shall have entered into an intercreditor agreement with the Purchasers (“Intercreditor Agreement”), such Intercreditor Agreement shall be on terms no less favorable to the Purchasers than the draft intercreditor agreement and unsecured convertible notes rider to be inserted therein circulated by the Company prior to the date hereof; (viii) if the Company and/or any of its subsidiaries shall have entered into a term loan B credit facility, any arrangement providing for such term loan shall be on terms and subject to conditions (i) consistent in all material respects with the proposed terms set out in the commitment letter dated on or around March 14, 2023, from Silver Point Capital, L.P. to the Company and (ii) not materially less favorable (from the perspective of the Purchasers) than those contained in the draft term loan B credit agreement distributed by the Company to the Purchasers on March 7, 2023; (ix) the Purchasers shall have received legal opinions from U.S. and Swedish counsel to the Company, in form and substance satisfactory to the Purchasers, addressing organization and good standing of the Company, authorization, execution and delivery and enforceability of the Transaction Agreements, no conflicts and no consents, and no registration under the Securities Act; and (x) the Company shall have provided the Purchasers written notice of the Closing Date no later than three Business Days prior to the Closing Date. (e) The obligations of the Company to sell the Notes to each Purchaser are subject to the satisfaction or waiver of the following conditions as of the Closing: (i) (A) the representations and warranties of each Purchaser set forth in Section 3.02(a) and Section 3.02(b) shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified); and (B) the representations and warranties of each Purchaser set forth in Section 3.02, other than as described in the foregoing clause (A), shall be true and correct on and as of the date hereof and on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified) (giving effect to materiality or similar phrases in the representations and warranties); (ii) each Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date; and (iii) the Company shall have received a confirmation (which may be given via email), dated as of the Closing Date, Date from each Purchaser certifying that the conditions set forth specified in Section 4.2 Sections 2.02(e)(i) and 2.02(e)(ii) have been satisfied; and (3) all satisfied in respect of such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (Notwithstanding anything to the “Closing”) contrary herein contained or the terms of the sale Rights or the Plan, subject to the conditions set forth herein, on the Effective Date the Standby Purchaser, in satisfaction of the Securities Commitment, will deliver at the Closing (i) the aggregate Subscription Price payable upon exercise of any Rights exercised by it and (ii) the purchase price payable in consideration of any shares of Existing Arch Common Stock or, if applicable, Arch Class B Common Stock and, if a Rights Offering Adjustment shall not have occurred, Arch Warrants to be otherwise purchased by it pursuant to the Commitment; provided, however, that, if requested by the Seller Standby Purchaser in writing at least two business days prior to the Effective Date, any cash to be distributed to the Standby Purchaser shall occur on or in respect of Allowed Secured Claims pursuant to the Plan will, prior to May 30, 2018, as notified in writing by the Purchaser distribution thereof pursuant to the Seller at least three (3) Business Days Plan and in advance (accordance with the date instructions included in such written request, be first applied, on which behalf of the Closing occursStandby Purchaser, to the “Closing Date”payment of such amounts payable on the Effective Date as provided in this Section 4(a). (b) Upon payment of the amounts payable as provided in Section 4(a), on the Effective Date at the Closing Arch will deliver to the Standby Purchaser (or its designees) certificates representing the shares of Existing Arch Common Stock, shares of Arch Class B Common Stock, if applicable, and, if a Rights Offering Adjustment shall not have occurred, the Arch Warrants, in each case, (i) issuable upon exercise of any Rights exercised by the Standby Purchaser or (ii) otherwise purchased by the Standby Purchaser pursuant to the Commitment. At the Closing:, Arch will also deliver to the Standby Purchaser (or its designees) certificates representing the Arch Warrants or Arch Participation Warrants, as the case may be, contemplated by Section 7 below. (i) Arch will deliver to the Seller Standby Purchaser two business days after the expiration of the Stockholder Rights Offering a written notice which shall deliver(A) specify the amounts payable at the Closing by it in satisfaction of the Commitment (without taking into account Section 4(e) below), or cause (B) specify the Maximum Reduction Number (as defined in Section 4(e) below, (C) specify the last date on which the notice referred to in Section 4(c) (ii) below may be delivered, to and (D) indicate the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser matters required to be necessary to effectuate the transactions contemplated by this Agreement; andaddressed in such notice. (ii) Within 10 business days after its receipt of the notice referred to in Section 4(c)(i) above, the Standby Purchaser will deliver to Arch and MobileMedia a written notice which shall deliver, or cause to be delivered, to set forth the Seller: Elected Reduction Number (1as defined in Section 4(e) subject to Section 6.16, a wire transfer of immediately available funds into the account designated below) determined by the Seller Standby Purchaser in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal Section 4(e) below. (d) (i) Arch will deliver to the Aggregate Purchase Price minus Standby Purchaser at least five business days prior to the Signing Deposit; (2) Effective Date a certificate duly executed by an authorized signatory of written notice which shall specify the Purchaser, dated as of date on which the Closing Date, certifying that Effective Date is to occur and the conditions set forth last date on which the notice referred to in Section 4.1 have been satisfied; and (34(d)(ii) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to below may be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madedelivered.

The Closing. (a) Payment of the purchase price for the Firm Shares shall be made to the Company by Federal Funds wire transfer against delivery of the certificates for the Firm Shares to the Underwriter through the facilities of The closing Depository Trust Company (the “ClosingDTC”) for the account of the sale of the Securities Underwriter. Such payment and delivery shall be made at 1:00 P.M., New York time, on January 18, 2011, or such earlier date as agreed to by the Seller to Underwriter and the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three Company (3) Business Days in advance (the date on which the Closing occurssuch date, the “Closing Date”); provided, however, the Company shall not be obligated to deliver and the Underwriter shall not be obligated to purchase the Firm Shares unless and until the Company shall have received notification from the NYSE Amex Exchange that the NYSE Amex Exchange has approved the Additional Listing Application (“NYSE Amex Approval”) and provided further, that if NYSE Amex Approval does not occur on or prior to January 18, 2011, this Agreement shall automatically terminate and neither party shall have any further obligations hereunder. The time at which such payment and delivery are to be made is hereinafter sometimes called the “Time of Purchase.” Electronic transfer of the Firm Shares shall be made to the Underwriter at the Time of Purchase in such names and in such denominations as the Underwriter shall specify. (b) At Payment of the Closing: (i) purchase price for the Seller Additional Shares shall deliver, or cause to be delivered, made at the Additional Time of Purchase in the same manner and at the same office and time of day as the payment for the Firm Shares. Electronic transfer of the Additional Shares shall be made to the Purchaser: (1) evidence Underwriter at the Additional Time of Purchase in such names and in such denominations as the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser Underwriter shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreementspecify. (c) Unless otherwise agreed in writing by Delivery of the Seller documents required to be delivered to the Underwriter pursuant to Sections 4 and 6 hereof shall be at 1:00 P.M., New York time, on the PurchaserClosing Date or the Additional Closing date, all actions as the case may be, at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at offices of the Closing have been madeUnderwriter as first set forth above.

The Closing. (a) The closing of the exchange of the Note Indebtedness for the Exchange Consideration contemplated hereby (the “"Closing”") of the sale of the Securities shall take place at a location mutually agreeable to Buyer and Company, at 9:00 a.m. local time on January 8, 2002 or such later time and date determined by the Seller Buyer, which shall be immediately prior to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser closing pursuant to the Seller at least three (3) Business Days in advance Merger Agreement (the date on which "Closing Date"). Prior to the Closing occurs, each Holder shall have delivered to the “Closing Date”). Custodian (bthe "Custodian") At specified in the Closing: Custody Agreement and Power of Attorney in the form attached hereto as Annex II (ithe "Custody Agreement") the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account Notes held by such Holder in accordance with the Deposit/Withdrawal provisions of the Custody Agreement. At Custodian instructions provided by the Purchaser Closing Buyer shall deliver to the Seller Custodian, for the benefit of each Holder, (i) certificates, in writing prior to the Closing; (2) a certificate duly executed name of such Holder or its successors, assigns or designees, evidencing the acquisition by an authorized signatory such Holder of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfiedPreferred Stock allocable to such Holder; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliverExchange Notes made payable to such Holder or its successors, assigns or cause designees, allocable to be delivered, to the Seller: such Holder; and (1iii) subject to Section 6.16, a by check or wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto funds, cash in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all Cash Consideration allocable to such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions Holder. Simultaneously at the Closing are inter-dependent and will be deemed the Custodian shall deliver to take place simultaneously and no delivery or payment will be deemed to Buyer the Notes held by each Holder with the appropriate notation that such Notes have been made until canceled. Upon the exchange of the Exchange Consideration for the Notes, such Holder hereby releases, fully acquits and forever discharges the Company, its subsidiaries, stockholders, officers, directors, successors and assigns from any and all deliveries debt, late fees, prepayment fees, penalties, interest and payments under this Agreement due causes of action with respect to be made at the Closing have been madeNote Indebtedness.

The Closing. (a) The Subject to the terms and conditions of this Agreement, the purchase and sale of the Purchased Securities contemplated by this Agreement shall take place at a closing (the “Closing”) ), to be held via e-mail exchange of .pdf documents, simultaneously with the sale execution of the Securities by the Seller to the Purchaser shall occur this Agreement on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, hereof (the “Closing Date”). The Closing Date will be deemed to have occurred at 12:01 a.m. on the date hereof. (b) At Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing: (i) the Buyer and Parent shall deliver to Stockholder the Base Purchase Price specified in Section 1.1, in exchange for all the Purchased Securities; (ii) Seller shall deliver or cause to be delivered to the Buyer one or more certificates representing all the Purchased Securities, free and clear of all Liens, duly endorsed for transfer or accompanied by appropriate transfer documents. The original stock certificate #003 representing the Purchased Securities cannot be obtained. Accordingly, the Stockholder has executed a lost stock affidavit and the Company has issued new stock certificate #004 to the Stockholder which is being delivered to the Buyer at the Closing. The Seller agrees to deliver, or cause to be delivered, stock certificate #003 to Buyer if it is ever recovered, which shall be cancelled; (iii) Seller shall deliver to the Buyer one or more payoff letters, duly executed by the applicable lenders or other Persons holding Indebtedness, with respect to all Indebtedness of the Company and Guard Mud (collectively, the “Company Group”) set forth on Section 1.2(b)(iii) of the Disclosure Schedule (as defined below), accompanied by UCC termination statements, releases (including Lien releases) and any other documentation reasonably requested by the Buyer to evidence the satisfaction in full of such Indebtedness and corresponding release of Liens, in each case, in form and substance satisfactory to the Buyer; (iv) Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence Buyer, written evidence, in form and substance satisfactory to the Buyer, evidencing the transfer of the credit flowback and well testing assets of the Securities SPN WS to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser Company pursuant to the Seller in writing prior to the ClosingSeparation Agreement and/or other Restructuring Transaction documents; (2v) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16Buyer, a wire transfer of immediately available funds into the account designated by the Seller written evidence, in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal form and substance satisfactory to the Aggregate Purchase Price minus Buyer, evidencing the Signing Depositresignations, effective as of the Closing, of each director and officer of the Company Group; (2vi) Seller shall deliver to the Buyer a certificate counterpart signature page to the Transition Services Agreement substantially in the form of Exhibit A (the “Transition Services Agreement”), duly executed signed by an authorized signatory representative; (vii) Buyer shall deliver to the Seller a counterpart signature page to the Transition Services Agreement, duly signed by an authorized representative; (viii) Seller shall deliver to the Buyer, Parent and the Company effective releases and waivers, substantially in the form attached hereto as Exhibit B (the “Release Agreement”); (ix) Buyer, Parent and the Company shall deliver to Seller the Release Agreement; (x) Seller shall deliver, or cause to be delivered, to the Buyer, written evidence, in form and substance satisfactory to the Buyer, evidencing that all filings, notices, licenses, permits, approvals and other consents of, to or with, any Person (other than a Governmental Entity) that are listed on Section 1.2(b)(x) of the PurchaserDisclosure Schedule have been obtained and are in full force and effect; (xi) Seller shall deliver, or cause to be delivered, to the Buyer, counterpart signature pages to the Employment Agreement substantially in the form of Exhibit C, duly signed by each of the individuals listed on Section 1.2(b)(xi) of the Disclosure Schedule; (xii) Seller shall deliver, or cause to be delivered, to the Buyer, a certification, under penalties of perjury, meeting the requirements of Treas. Reg. § 1.1445-2(b)(2) stating that Stockholder (or, if Stockholder is a disregarded entity for U.S. federal income tax purposes, its regarded owner) is not a “foreign person” as defined in Section 1445 of the Code, dated as of the Closing Dateand in form and substance satisfactory to the Buyer; (xiii) Buyer shall deliver to the Seller a verification from Parent’s transfer agent confirming the deposit of the Base Stock Consideration into an account in SESI, certifying L.L.C.’s name, free and clear of all Liens; (xiv) Buyer shall deliver to the Seller evidence, in form and substance satisfactory to Seller, that the conditions set forth in Section 4.1 Parent Securities constituting the Base Stock Consideration shall have been satisfiedapproved for listing on the New York Stock Exchange (the “NYSE”), subject only to official notice of issuance; and (3xv) all such other documents and instrumentsBuyer shall deliver, if anyor cause to be delivered, that are mutually determined by to the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery evidence that Buyer or payment will be deemed to have been made until all deliveries and payments under this one of its Affiliates has entered into an Enterprise Fleet Management Agreement due to be made at the Closing have been madewith Enterprise FM Trust.

The Closing. (a) The closing Closing shall take place at 10:00 a.m., local time, on the fifteenth (15th) day following completion or waiver of all conditions to Closing specified herein, at the “Closing”) offices of the sale of the Securities by the Seller to the Purchaser Jonex, Xxy, Reavxx & Xogux, 001 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000 xx at such other time or place as shall occur on or prior to May 30, 2018, as notified be agreed upon in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”)parties hereto. (b) At the Closing:, subject to and upon the terms and conditions of this Agreement, Buyers, M. A. Hannx xxx Sellers shall effect the transfer of Sellers' Assets, the assumption of the Assumed Liabilities, and the consummation of the other transactions contemplated herein, by executing and delivering the Transaction Documents. Notwithstanding the foregoing, any Contracts or other Assets required to be retained by M.A. Hannx xx Sellers in order to perform any obligations under the Transition Agreement shall be retained until they are no longer needed for that purpose, and then transferred to Buyers. In consideration thereof, and subject to adjustment as provided in Sections 4.02 and 4.03, (a) GE shall pay or cause to be paid to Sellers an aggregate of One Hundred Seven Million U.S. Dollars ($107,000,000) in cash (the "Purchase Price"), which shall be paid to M.A. Hannx xxx Sellers at Closing in immediately available funds by wire transfer in such amounts, and to such accounts, as Sellers shall specify to GE in writing no less than three (3) Business Days prior to the Closing, provided that the allocation specified by Sellers shall not conflict with the allocation of the Tax Purchase Price specified in Section 4.04 hereof. (c) Simultaneously with the Closing, Sellers shall deliver to Buyers physical possession of all tangible Sellers' Assets, including the original share certificates representing the Transferred Stock. At that time, M. A. Hannx xxx Sellers shall also deliver to Buyers legal and beneficial title to all of the other Nominee Shares not included in the Transferred Stocks, and physical possession of the original share certificates representing such shares. The Transaction Documents effecting the sale and transfer of Sellers' Assets to Buyers shall provide for (i) the Seller shall deliver, or cause issued shares of CP Limited to be deliveredsold and transferred to ABS Holding, (ii) the Assets described in the Canadian Acquisition Agreement to be sold and transferred to, and the Assumed Liabilities described therein to be assumed by, General Electric Canada Inc., and (iii) all of the remaining Sellers' Assets, including the issued shares of Cadillac Pacific, to the Purchaser: (1) evidence be sold and transferred to, and all of the credit of remaining Assumed Liabilities to be assumed by, GE, with such changes, if any, as the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller parties may agree in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing of the transactions contemplated hereby (the “Closing”"CLOSING") shall take place concurrently with the consummation of the sale Initial Public Offering and at the same location. As of the Securities Closing, all shares of outstanding Class A Preferred shall automatically be canceled and retired and cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Recapitalization Consideration therefor upon the surrender of such certificate in the manner provided in this Section 1C. At the Closing and thereafter, upon presentment and delivery by the Seller each such Stockholder to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing Company of the certificates representing the Class A Preferred Stock held by the Purchaser such Stockholder duly endorsed for transfer to the Seller at least three (3) Business Days in advance (the date on which the Closing occursCompany, the “Closing Date”). (b) At the Closing: Company (i) shall pay to each Stockholder the Seller aggregate redemption price for the shares of Class A Preferred Stock being redeemed, (ii) shall deliver, or cause the Company's transfer agent to deliver, to each Stockholder stock certificates evidencing the Exchange Shares to be deliveredissued by the Company to each such Stockholder, registered in each such Stockholder's name or its nominee's name, and (iii) shall deliver to each Stockholder cash for any fractional shares of Exchange Stock (collectively, the Purchaser: (1) evidence of "RECAPITALIZATION CONSIDERATION"). Until surrendered as contemplated in this Section 1C, each certificate representing Class A Preferred shall be deemed at any time after the credit of Closing to represent only the right to receive the Recapitalization Consideration. Each certificate for Exchange Shares shall be imprinted with a legend in substantially the following form: The shares represented by this certificate have not been registered under the Securities to Act of 1933 (the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; "Act") or applicable state securities law and may not be sold or transferred unless (2i) a certificate duly executed by an authorized signatory of registration statement covering such shares is effective under the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and Act or (ii) the Purchaser shall delivertransaction is exempt from registration under the Act and, or cause to be deliveredif the Company reasonably requests, an opinion reasonably satisfactory to the Seller: (1) subject Company to Section 6.16, a wire transfer of immediately available funds into the account designated such effect has been rendered by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madecounsel.

The Closing. (a) The closing (the “Closing”) Closing of the sale of the Securities Premises is to be held at 10:00 am on the second business day following the twentieth (20th) day after the entry of the Court Order, at the office of the Special Master, or at such other time and place prior thereto as may be agreed to by the Seller parties, provided that the Closing has not been stayed or enjoined by a court of competent jurisdiction. In the event Court approval of this Agreement and conveyance contemplated hereunder is not obtained by the Special Master on or before July 31, 2013, or the Special Master is unable to convey title to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account Premises in accordance with the Deposit/Withdrawal At Custodian instructions provided terms of this Agreement, then the Special Master shall return to the Buyer all sums paid by the Purchaser Buyer to the Seller in writing prior Special Master pursuant to this Agreement, with interest earned thereon, if any, and all other obligations of the parties hereto shall cease and this Agreement shall be null and void without recourse or either party hereto. At the Closing; (2) a certificate duly executed by an authorized signatory , Buyer shall pay the remainder of the Seller, dated as of the Closing Date, certifying that the conditions Purchase Price set forth in Section 4.2 have been satisfied; and (3) 5 hereof by certified or bank check of immediate available funds drawn on a local bank. It is agreed and understood that TIME IS OF THE ESSENCE of this Agreement. At Closing, Buyer shall provide Sellers with a copy of the Municipal Lien Certificate or other evidence of payment of taxes reasonably satisfactory to Seller, and a settlement statement with the basis for the computation of all such adjustments and other documents and instrumentsentries on the Settlement Statement. At the Closing, if any, that are mutually determined by the Buyer's net proceeds bank or certified check shall be delivered to the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller held in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory escrow pending recording of the PurchaserDeed, dated as at which time such funds shall be released from escrow. Buyer agrees to record the Deed in the appropriate recording office forthwith after delivery of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will same. This provision shall be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at survive the Closing have been madeClosing. Buyer shall notify Seller forthwith of the recording of the Deed.

The Closing. (a) The closing Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made, unless otherwise expressly provided herein, by mail with the Title Company at the Title Company's office, on January 16, 2006, or such other date prior thereto as Buyer and Seller may mutually agree in writing but in no event any earlier than January 3, 2006 (the “Closing”) "Closing Date"). Except as otherwise provided in Section 3 hereof and in the following sentence, such date may not be extended without the prior written approval of the sale of the Securities by the both Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least and Buyer. Upon three (3) Business Days in advance (the date on which days prior written notice given from Buyer to Seller before the Closing occursDate, Buyer may, at its option, extend the Closing Date by thirty (30) days by depositing an additional Two Hundred Thousand Dollars ($200,000.00) with the Title Company, which additional amount shall be added to, and become a part of, the “Deposit, provided, however, that such extension shall not cause Seller to have any additional liability or expenses relating to the Loan Assumption. In the event the Closing does not occur on or before the Closing Date”, the Title Company shall, unless it is notified by both parties to the contrary, within five (5) days after the Closing Date, return to the depositor thereof items which may have been deposited pursuant to this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. The delivery to the Title Company of the Closing Documents, as hereinafter defined, by both parties, the delivery of the Deed and the payment of the Purchase Price by Buyer shall be deemed sufficient to effect a closing under Section 8(a). (b) At or before the Closing, Seller shall deliver to Title Company or, if applicable, to Buyer at the Property or the office of the Buyer's property manager with respect to the items described in Sections 8(b)(vii) and 8(b)(viii) below, the following (collectively, the "Closing Documents"): (i) special warranty deed (the "Deed") conveying to the Buyer the Property as required by Section 3 above in the form attached hereto as EXHIBIT G; (ii) to the extent not previously delivered to Buyer, originals or, if Seller does not have originals in Seller's possession or control, certified true and correct copies of all Leases (and amendments thereto, if any), any security deposits relating thereto, and an executed Assignment and Assumption Agreement in the form attached hereto as EXHIBIT H, provided that Seller may deliver possession of any such Leases to Buyer at the Property; (iii) a Xxxx of Sale in the form attached hereto as EXHIBIT I; (iv) a certificate by Seller to the effect that all of the representations and warranties of Seller set forth in this Agreement remain true, correct and complete in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement); (v) such title affidavits as may be reasonably required by the Title Company in a form reasonably acceptable to Seller; (vi) to the extent not previously delivered to Buyer, rent records and related documents necessary for the orderly transition and operation of the Property in the possession or under the control of Seller other than proprietary information or internally prepared memoranda and reports; provided that Seller may deliver possession of any such records and documents to Buyer at the Property or at the office of its property manager. The foregoing shall not include the separate books, records, correspondence and other documentation of Seller located at its offices. Buyer shall permit Seller to have access to such records and files, for the sole purpose of preparing Seller's tax returns, upon reasonable prior notice at all reasonable times for a period of six (6) months after the Closing Date; (vii) if any tenant security deposits are in a form other than cash, Seller will provide documents necessary to permit assignments of such deposits to Buyer at Closing and will reasonably cooperate with Buyer after Closing to ensure that such non-cash security deposits are transferred to Buyer without recourse and Seller shall pay any bank fees in connection with such assignments; (viii) a resolution of Seller authorizing the execution of this Agreement, the conveyance documents and all other documents to be executed by Seller and the performance by Seller hereunder; (ix) Seller's Non-Foreign Certification in the form attached as EXHIBIT J; (x) notices to the tenants at the Property in the form attached as EXHIBIT K, executed by Seller (or Seller's manager) informing them of the change in ownership of the Property; (xi) possession of the Property, subject only to the Leases and the Permitted Exceptions; (xii) payment of the Assumption Fee and all other costs allocated to Seller pursuant to this Agreement; and (xiii) all documents and instruments necessary to effect the Loan Assumption in a form reasonably acceptable to Seller, executed by Seller and First Mortgagee, if applicable. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. (c) At or before the Closing, Buyer shall deliver to Title Company or as applicable to Seller the following: (i) the Purchase Price, as adjusted for prorations; (ii) executed Assignment and Assumption Agreement; (iii) executed Xxxx of Sale; (iv) a resolution of Buyer authorizing the execution of this Agreement, the conveyance documents to which Buyer is a party and all other documents to be executed by Buyer and the performance by Buyer hereunder; (v) any documents reasonably requested by Title Company, Seller or the Title Company to evidence Buyer's capacity and authority to execute this Agreement, all documents to be executed by Buyer hereunder, and to consummate Closing; (vi) a certificate by Buyer to the effect that all of the representations and warranties of Buyer set forth in this Agreement remain true, correct and complete in all material respects as of the Closing Date; and (vii) all documents and instruments necessary to effect the Loan Assumption, executed by Buyer, payment of all costs and expenses relating to the Loan Assumption other than the Assumption Fee and any costs allocated to Buyer pursuant to this Agreement, if applicable. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the Title Company to close the escrow and consummate the purchase of the Property in accordance with the terms hereof, including, without limitation, a settlement statement (the "Settlement Statement") setting forth the charges, credits and adjustments to each party and closing escrow instructions consistent with the terms and provisions of this Agreement. (e) The following items shall be prorated as of 11:59 p.m. on the date immediately preceding the Closing Date and the net amount thereof shall be added to or deducted from, as the case may be, the amount of the Purchase Price to be paid at the Closing: (i) general real estate (including without limitation, vault and business district charges), personal property and ad valorem taxes and assessments for the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence current tax year of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the ClosingProperty; (2ii) a certificate duly executed by an authorized signatory of the Sellertaxes, dated water, sewer and front foot benefit charges, and charges for electricity, gas, telephone and other utilities and license fees shall be prorated as of the Closing DateDate unless such utilities are billed to and paid directly by a tenant currently in possession of a portion of the premises under a Lease, certifying that in which event no proration shall be made except to the conditions set forth in Section 4.2 extent any such charges have been satisfiedpaid by Seller; (iii) rent and other income accruing for or arising from operation of the Property under the Leases (to the extent monies have actually been collected therefor); (iv) any amounts prepaid or payable under any contracts pertaining to the Property; (v) all other income and expenses relating to the Property; (vi) any other items that are customarily prorated in transactions of this nature; and (3vii) any and all such unapplied cash security deposits, prepaid rent and all interest earned thereon (to the extent interest is required to be paid to tenant under applicable state law or the applicable lease) shall be a credit to Buyer at Closing provided that Buyer assumes by written instrument delivered on the Closing Date the obligation for proper disposition of the security deposits and prepaid rent as provided in the Lease. Seller shall be fully liable for any wages and other documents amounts due and instrumentsowing any employees at the Property which have accrued up to the date of Closing. Seller shall retain and Buyer shall not be entitled to any credit for the deposits, if any, that made by Seller in connection with the provision of electric, sewer, water, telephone and other utility services to the Property unless Seller elects otherwise in writing. Buyer shall be responsible for making all arrangements for the continuation of utility service. Seller shall retain any and all deposits and escrows relating to the Loan, or shall receive a credit to the Purchase Price if such deposits or escrows are assumed by Buyer. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the date of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall initially be performed by Seller and mutually determined agreed to by the Seller and the Purchaser parties prior to Closing, but shall be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, a wire transfer if such information is not available at the Closing. Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments due and payable during the year of immediately available funds into the account designated by the Closing have not been paid before Closing, Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the Aggregate Purchase Price minus period before Closing and Buyer shall pay the Signing Deposit; taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. Seller and Buyer agree to cooperate and use their best efforts to make such adjustments no later than sixty (260) a certificate duly executed by an authorized signatory of the Purchaser, dated as of days after the Closing Date(except with respect to property taxes, certifying that which shall be adjusted within sixty (60) days after the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that tax bills for the applicable period are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madereceived).

The Closing. (a) The closing of the sale and purchase of the Assets (the “Closing”) shall take place on February 29, 2016 (the “Initial Closing Date”); provided, however, (i) Sellers shall have the right to adjourn the Initial Closing Date for two (2) additional ten (10) Business Day periods in the event that Sellers are unable to satisfy the closing condition set forth in Section 5.2(e) prior to the applicable Closing Date, (ii) Buyer shall have the right to adjourn the Initial Closing Date for one (1) additional thirty (30) day period so long as Buyer delivers to Escrow Agent cash in the amount equal to [***], which amount shall be added to and deemed part of the sale Xxxxxxx Money, (iii) either Sellers or Buyer may adjourn the Closing for up to sixty (60) days if the conditions set forth in Sections 5.1(c), 5.1(d), 5.2(c) or 5.2(d) have not been satisfied as of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018then-scheduled Closing Date, as notified in writing by provided in, and subject to, Section 5.4 and (iv) Buyer may adjourn the Purchaser Closing for up to the Seller at least three twenty (320) Business Days in advance as provided in, and subject to, Section 9.2(b) (the date on which Initial Closing Date, as the Closing occurssame may be extended pursuant to this Section 2.3(a), being hereinafter referred to as the “Closing Date”). TIME SHALL BE OF THE ESSENCE WITH RESPECT TO BUYER’S AND SELLERS’ OBLIGATIONS UNDER THIS AGREEMENT (subject to such adjournments of the Closing Date as are expressly permitted by this Agreement). (b) At The Closing shall be held on the Closing Date as early as possible, but in no event later than 2:00 P.M. (Eastern Standard Time) by mutually acceptable escrow arrangements. There shall be no requirement that Sellers and Buyer physically attend the Closing: (i) the Seller shall deliver, or cause and all funds and documents to be delivered, delivered at the Closing shall be delivered to the Purchaser: (1) evidence of Escrow Agent unless the credit of the Securities parties hereto mutually agree otherwise. Buyer and Sellers hereby authorize their respective attorneys to execute and deliver to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian Escrow Agent any additional or supplementary instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to may be necessary or convenient to effectuate implement the terms of this Agreement and facilitate the closing of the transactions contemplated by hereby, provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing of the purchase and sale of all the Sale Shares and the other transactions contemplated hereby (the “Closing”) of shall take place on the sale of date that is the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three fifteen (315th) Business Days in advance (Day following the date on which all the Closing occursconditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other date as may be agreed by all the Parties (the “Closing Date”). (b) At the Closing: (i) the each Seller shall deliver, or cause to be delivered, to each Purchaser set forth opposite such Seller’s name under the column entitled “Name of Purchaser: (1) evidence ” on Schedule A hereto, its Applicable Sale Shares to be sold to such Purchaser and such other deliveries by transferring such Applicable Sale Shares to such Purchaser by crediting such Applicable Sale Shares on the books of the credit of the Securities The Depository Trust Company to the brokerage securities account(s) designed by such Purchaser’s account , in each case in accordance with the Deposit/Withdrawal At Custodian instructions provided by the such Purchaser to the Seller or its agent in writing prior to advance of the Closing; (2) a certificate duly executed by an authorized signatory of , and direct the Seller, dated as of Issuer to take all necessary and desirable actions to reflect the Closing Date, certifying that the conditions set forth same in Section 4.2 have been satisfied; and (3) all such other documents its or its transfer agent’s books and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreementrecords; and (ii) the each Purchaser shall deliver, or cause to be delivered, to each Seller set forth opposite such Purchaser’s name under the column entitled “Name of Seller” on Schedule A hereto: (1A) subject to Section 6.16, a wire transfer of immediately available funds by wire transfer into the an account designated by the such Seller in accordance with the wire instructions set forth on the amount of such Seller’s signature page hereto in an amount equal to the Aggregate Applicable Purchase Price minus the Signing Deposit; (2) a certificate duly executed payable by an authorized signatory of the such Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3B) all a copy of the director resolutions of such other documents Purchaser duly authorizing and instruments, if any, that are mutually determined by the Seller approving this Agreement and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreementhereunder. (c) Unless otherwise agreed in writing by the Seller Sellers and the PurchaserPurchasers, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The Unless this Agreement has been terminated pursuant to Section 9.01, and subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7 and 8 and the deliveries required by this Agreement, if applicable, the closing of the transactions contemplated by this Agreement (the “"Closing”") will take place at the offices of Xxxxxxxx Xxxxxx LLP, One XX Xxxx Xxxxx, Xx. Xxxxx XX 00000, at 10:00 a.m., local time, on the second Business Day following the date of satisfaction or waiver by the appropriate party of the sale of the Securities conditions set forth in Sections 7 and 8, unless another date, time or place is mutually agreed to by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance parties hereto (the date "Closing Date"). The Closing shall be effective as of 12:01 a.m. on which the Closing occurs, the “Closing Date”). (b) At the Closing, Buyer will pay the Purchase Price (less the Deposit) by wire transfer of immediately available United States funds to the Company, at an account or accounts identified by the Company in writing at least 2 Business Days before the Closing Date. (c) At the Closing, the Company shall deliver to Buyer: (i) executed deeds, bills of sale and assignments in customary form necessary to effect the transfer of the Purchased Assets to Buyer; (ii) a duly executed counterpart of the Xxxx of Sale and Assignment and Assumption Agreement; (iii) possession and control of the Purchased Assets and all documents relating to Inventory on order (but not physical possession of Inventory in the possession of vendors or common carriers or other third parties in the ordinary course of business); and (iv) all books and records relating to the Business and the Purchased Assets provided that the Company shall be entitled to retain copies of the books and records and that Buyer shall provide access to such books and records as reasonably requested by the Company. (d) At the Closing, Buyer shall deliver to the Company: (i) the Seller shall deliver, or cause to be delivered, to Purchase Price (less the Purchaser: (1) evidence amount of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing); (2ii) a certificate duly executed by an authorized signatory counterpart of the Seller, dated as Xxxx of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents Sale and instruments, if any, that are mutually determined by the Seller Assignment and the Purchaser to be necessary to effectuate the transactions contemplated by this Assumption Agreement; and (iiiii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents documents, instruments and instruments, if any, that are mutually determined by the Seller and the Purchaser to certificates as may be necessary or as the Company may reasonably request to effectuate effect the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been madehereby.

The Closing. (a) The closing of the purchase and sale of the Sale Shares and the other transactions contemplated hereby (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three take place within fifteen (315) Business Days in advance after all the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or on such other date on which as may be agreed by the Closing occurs, Parties (the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1A) evidence a copy of the credit shareholder statements of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided Issuer issued by the Transfer Agent and evidencing the Purchaser to has been registered as the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory sole owner of the Seller, dated Sale Shares as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and; (3B) all such other documents and instruments, if any, that are mutually determined by a copy of the director resolutions of the Seller duly authorizing and the Purchaser to be necessary to effectuate approving this Agreement and the transactions contemplated by this Agreementhereby; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1A) subject to Section 6.16, a wire transfer of immediately available funds in the amount of the Purchase Price by wire transfer into the an account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal a written notice delivered to the Aggregate Purchase Price minus the Signing Deposit; Purchaser at least fifteen (215) a certificate duly executed by an authorized signatory of the Purchaser, dated as of Business Days prior to the Closing Date, certifying that Date in substantially the conditions set forth in Section 4.1 have been satisfiedform attached hereto as Exhibit A; and (3B) all such other documents and instruments, if any, that are mutually determined by a copy of the Seller and director resolutions of the Purchaser to be necessary to effectuate duly authorizing and approving this Agreement and the transactions contemplated by this Agreementhereunder. (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

The Closing. (a) The closing (Closing is to held at 10:00 a.m. on the “Closing”) second business day following the twentieth day after entry of the sale Court Order approving this Agreement, at the office of the Securities Receiver, or at such other time and place prior thereto as may be agreed to by the parties, provided that the Closing has not been stayed or enjoined by Order of a court of competent jurisdiction. It is agreed and understood that TIME IS OF THE ESSENCE of this Agreement. In the event that Court approval of this Agreement is not obtained by Seller on or before the 60th day after the date of this Agreement, or the Seller is unable to convey title to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account Assets in accordance with the terms of this Agreement on the Closing Date, or such additional reasonable period of time as may be necessary to cure any defect in title in accordance with this Agreement, then the Receiver shall return the Deposit/Withdrawal , with interest earned thereon, if any, to the Buyer, and all obligations of the parties hereto shall cease and this Agreement shall be null and void, without recourse to either party hereto. The Buyer's title attorney or such other attorney as Buyer shall designate shall serve as Settlement Agent at Buyer's sole expense. The Settlement Agent shall provide the Seller with a copy of the proposed Settlement Statement at least 48 hours before the Closing. At Custodian instructions provided by the Purchaser same time the Settlement Agent shall provide the Seller with a copy of the Municipal Lien Certificate and the basis for the computation of all adjustments and other entries on the Settlement Statement. At the Closing the Seller's net proceeds checks shall be delivered to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory escrow pending recording of the SellerDeed, dated as at which time such funds shall be released from escrow. Buyer agrees to record the Deed in the appropriate recording office forthwith after delivery of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser same. This provision shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at survive the Closing have been madeClosing. Buyer shall notify Seller forthwith of the recording of the Deed.

The Closing. (a) The closing (Unless this Agreement has been terminated and the “Closing”) transactions herein abandoned pursuant to Article 7, the Closing of the sale of the Securities Purchased Assets hereunder shall (subject to Sections 6.2 and 6.3) be held at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois) or such other location as the parties may mutually agree upon, (i) on the date that is five Business Days after the conditions to Closing have been satisfied or waived (other than those conditions that by their nature cannot be satisfied until the Seller Closing, but subject to all such conditions having been satisfied or waived at the Purchaser time of the Closing), (ii) if the initial Closing shall occur not have occurred on or prior to May April 30, 20182002, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (on the date that is the last Business Day in the month that the conditions to Closing have been satisfied or waived (other than those conditions that by their nature cannot be satisfied until the Closing, but subject to all such conditions having been satisfied or waived at the time of the Closing) or (iii) at such other times as the parties may mutually agree. If any of the conditions specified in Section 6.2 hereof have not been satisfied, Purchaser may nevertheless at its election waive such conditions and proceed with the transactions contemplated hereby, and, if any of the conditions specified in Section 6.3 hereof have not been satisfied, Seller may nevertheless at its election waive such conditions and proceed with the transactions contemplated hereby. Any such election to proceed shall be evidenced by a certificate executed on which behalf of the Closing occurs, the “Closing Date”)electing party by its authorized representative. (b) Purchaser and Seller shall hold a second closing (the "Second Closing") on the last Business Day of the month immediately following the month in which the initial Closing occurs or at such other date as the parties may mutually agree. At the Second Closing: (i) , provided the conditions in Section 6.2 and 6.3 have been satisfied or waived, the Seller Group shall delivertransfer to Purchaser, or cause to be delivereda Purchaser Affiliate, to such Financing Contracts that did not meet the Purchaser: requirements of a Purchased Financing Contract on the Closing Date (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of and accordingly were not transferred on the Closing Date) but which do meet the requirements of a Purchased Financing Contract at such Second Closing. Notwithstanding anything to the contrary contained in this Section 6.1(b), certifying in the event that the conditions Second Closing shall not have occurred on or before May 31, 2002, either party hereto, by written notification to the other, may terminate the obligations hereunder to effect the Second Closing and the transactions contemplated thereby. In the event of the termination of such obligations pursuant to this Section 6.1(b), no party hereto shall have any liability or further obligation to any other party to this Agreement resulting from such termination except no party waives any claim or right against a breaching party to the extent that such termination results from the breach by a party hereto of any of its representations, warranties, covenants or agreements set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.