Common use of Transactions to be Effected at the Closing Clause in Contracts

Transactions to be Effected at the Closing. At the Closing: (a) Parent shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein.

Transactions to be Effected at the Closing. (a) At the Closing, Parent and Sellers, as the case may be, shall deliver or cause to be delivered to Purchaser the following: (a) Parent shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to as shall be necessary for the sale, assignment, transfer, conveyance and delivery as contemplated by this Agreement of the Acquired Assets (it being understood that any such xxxx of sale, assignment or other instrument shall not provide for any representations or warranties or any obligations or liabilities that are not otherwise expressly provided for in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, this Agreement); (ii) a duly executed assignment and assumption agreements (including copy of each of the Foreign Purchase Agreements) in appropriate form and Ancillary Documents to be executed at the Closing to which Sellers or any of their affiliates are parties; and (iii) such other documents instruments or documents, the delivery of which is a condition to Closing, as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction (it being understood that any such other instrument or waiver of the conditions and compliance with the agreements set forth herein; anddocument shall not provide for any representations or warranties or any obligations or liabilities that are not otherwise expressly provided for in this Agreement). (b) At the Closing, Purchaser shall deliver or cause to Parent be delivered (or any Seller designated by Parent pursuant or, with respect to Section 2.042.2(b)(i), Finlay shall cause Purchaser to deliver) to Sellers the following: (i) by wire transfer to an account designated in writing by Sellers prior to the Cash PaymentClosing, immediately available U.S. funds in an amount equal to the Promissory Notes and cash portion of the Letter of Credit pursuant to Purchase Price specified in Section 2.04, 1.4(i); (ii) duly such appropriately executed assignment and assumption agreements and other instruments of assumption providing for Purchaser’s assumption of, and indemnification of Parent and Sellers and their affiliates from and against, the Assumed Liabilities as contemplated by this Agreement (including the Foreign Purchase Agreements) it being understood that any such agreement or instrument shall not provide for any representations or warranties or any obligations or liabilities that are not otherwise expressly provided for in appropriate form and this Agreement); (iii) such other documents instruments or documents, the delivery of which is a condition to Closing, as Parent or its counsel Sellers may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction (it being understood that any such other instrument or waiver document shall not provide for any representations or warranties or any obligations or liabilities that are not otherwise expressly provided for in this Agreement); and (iv) a duly executed copy of each of the conditions and compliance with the agreements set forth hereinAncillary Documents to be executed at Closing to which Purchaser or any of its affiliates is a party.

Transactions to be Effected at the Closing. At the Closing: (a) Parent shall cause Sellers to, and Sellers Buyer shall, deliver to the Designated Purchasers: : (i) such appropriately executed special warranty deeds in recordable form (deliver to each Named Creditor the Payoff Amount set forth on the Purchase Price Schedule with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, Named Creditor; (ii) duly executed assignment deliver the Cash Purchase Price, less the Payoff Amounts paid under Section 2.4(i) above, and assumption agreements after giving effect to the reduction in the Cash Purchase Price as set forth in the Purchase Price Schedule (including if applicable), by wire transfer of immediately available funds to Seller’s account in accordance with the Foreign Purchase Agreements) in appropriate form and wire instructions provided to Buyer by Seller; and (iii) such deliver to Seller the Seller Note and all other documents as Purchaser agreements, documents, instruments or its counsel may reasonably request certificates required to be delivered to Seller by Buyer at least two business days or prior to the Closing Date pursuant to demonstrate satisfaction or waiver Section 7.3 of the conditions and compliance with the agreements set forth hereinthis Agreement; and (b) Purchaser Seller shall deliver or cause to Parent (or any Seller designated by Parent pursuant be delivered to Section 2.04) Buyer: (i) duly executed instruments of assignment with respect to the Cash PaymentPurchased Membership Interests held by it, attached in the Promissory Notes and the Letter form of Credit pursuant to Section 2.04, Exhibit B hereto; (ii) duly executed assignment the approval of the Nevada Department and assumption agreements each other applicable state, local or municipal authority, to the change in the ownership of the Teco Subsidiaries and the deemed transfer of the Licenses and any other Permits relating to the Seller’s cannabis business and operations of the Teco Facility, resulting from the transactions contemplated hereby (including the Foreign Purchase Agreements) in appropriate form and “Nevada Approval”); and (iii) such all other documents as Parent agreements, documents, instruments or its counsel may reasonably request certificates required to be delivered by Seller at least two business days or prior to the Closing Date pursuant to demonstrate satisfaction or waiver Section 7.2 of the conditions and compliance with the agreements set forth hereinthis Agreement.

Transactions to be Effected at the Closing. (a) At the ClosingClosing Buyer shall deliver, or cause to be delivered: (ai) Parent shall cause Sellers toto each Seller, and Sellers shallin the amounts as set forth on Schedule A, deliver such Seller’s Cash Consideration in immediately available funds by wire transfer to an account designated by such Seller to Buyer in writing no later than three Business Days prior to the Designated Purchasers: Closing Date; (ii) to each Seller, duly executed stock certificates representing each Seller’s Stock Consideration, in the amounts as set forth on Schedule A; (iii) duly executed employment agreements, substantially in the form of Exhibit A, for each of Xxxxx Xxxxxx and Xxxxxx Xxxx; (iv) to SunTrust Bank as escrow agent (the “Escrow Agent”), under an escrow agreement to be entered into at Closing, by and among Buyer, the Representatives (as defined in Section 1.4) and the Escrow Agent, substantially in the form of Exhibit B attached hereto (the “Escrow Agreement”), duly executed stock certificates representing 394,736 shares of Buyer Common Stock to be held by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement, as provided in Section 1.7; and (v) all other documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement. (b) At the Closing Sellers shall deliver, or cause to be delivered to Buyer: (i) such appropriately executed special warranty deeds in recordable form (with respect to receipt for the Real Property), bills payment of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, each Seller’s cash consideration; (ii) duly executed assignment employment agreements, substantially in the form of Exhibit A, for each of Xxxxx Xxxxxx and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and Xxxxxx Xxxx; (iii) certificates, if any, representing each Seller’s Membership Interests, together with signed stock powers evidencing the sale of each Seller’s Membership Interests to Buyer, and such other documents or instruments of transfer, if any, in such form as Purchaser shall be necessary or its counsel may reasonably request appropriate to vest in the Buyer good and marketable title to each Seller’s Membership Interests; and (iv) all other documents, instruments or certificates required to be delivered by Seller at least two business days or prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereinthis Agreement.

Transactions to be Effected at the Closing. At the ------------------------------------------- Closing: (a) Parent The Founders shall cause Sellers todeliver to IHS evidence reasonably satisfactory to IHS and its counsel of the repurchase (or exercise) of all Debenture Warrants that have been repurchased (or exercised) prior to the Closing Date, and Sellers shall, IHS shall deliver to the Designated Purchasers: Founders, by wire transfer in immediately available funds to the bank account or accounts previously specified by the Founders, the aggregate amount due in accordance with Section 2.01(a), as partial reimbursement of the amount paid by the Founders to the holders of the Debenture Warrants in connection with such repurchases (or exercises). (b) IHS shall deliver (i) such to Holdings, appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets and assignments and other instruments of transfer relating to the IHS Contributed Shares, in each case in form and substance reasonably satisfactory to Purchaser the Founders and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Sharestheir counsel, (ii) duly to Holdings, Merger Sub and the Founders, appropriately executed assignment and assumption agreements (including counterparts of each of the Foreign Purchase Agreements) in appropriate form and Ancillary Agreements to which it is a party, (iii) such to Holdings, Merger Sub and the Founders, all other agreements, documents as Purchaser and certificates identified in Section 7.02 and (iv) to Holdings, Merger Sub and the Founders, any additional agreement, document or certificate reasonably requested by Holdings, Merger Sub or the Founders, or its counsel may reasonably request at least two business days prior to the Closing Date or their respective counsel, to demonstrate compliance with the covenants, and satisfaction or waiver of the conditions and compliance with the agreements precedent, set forth herein; andin this Agreement. (bc) Purchaser Each of the Founders shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) to Holdings, appropriately executed assignments and other instruments of transfer relating to the Cash PaymentFounders Contributed Shares held by such Founder, the Promissory Notes in each case in form and the Letter of Credit pursuant substance reasonably satisfactory to Section 2.04IHS and its counsel, (ii) duly to IHS, Holdings and Merger Sub, appropriately executed assignment and assumption agreements (including counterparts of each of the Foreign Purchase Agreements) in appropriate form and Ancillary Agreements to which such Founder is a party, (iii) such to IHS, Holdings and Merger Sub, all other agreements, documents as Parent and certificates identified in Section 7.02 and (iv) to IHS, Holdings and Merger Sub, any additional agreement, document or its certificate reasonably requested by IHS, Holdings or Merger Sub, or counsel may reasonably request at least two business days prior to the Closing Date IHS, to demonstrate compliance with the covenants, and satisfaction or waiver of the conditions precedent, set forth in this Agreement. (d) Holdings shall deliver (i) to IHS, 7,989,877 shares of Holdings Common Stock, (ii) to each of the Founders, the number of shares of Holdings Common Stock set forth opposite the name of such Founder in the fourth column of Xxxxxxxx X-0, (iii) to IHS, Merger Sub and each of the Founders, appropriately executed counterparts of each Ancillary Agreement to which it is a party, (iv) to IHS, Merger Sub and each of the Founders, all other agreements, documents and certificates identified in Section 7.02 and (v) to IHS, Merger Sub and each of the Founders, any additional agreement, document or certificate reasonably requested by IHS, Merger Sub or the Founders, or its or their respective counsel, to demonstrate compliance with the agreements covenants, and satisfaction of the conditions precedent, set forth hereinin this Agreement. (e) IHS and each of the Founders shall place in escrow the amounts, if any, required pursuant to Section 2.01(a), which escrow shall be at the joint cost and expense of IHS and the Founders.

Transactions to be Effected at the Closing. (a) At the Closing: , the Seller Parties shall (aas applicable) Parent shall deliver or cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: be delivered to Purchaser (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates a certificate representing the SharesTransferred Share, together duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer documentsstamps, so as to vest in the Designated Purchasers goodif any, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Sharesaffixed, (ii) a duly executed assignment counterpart to the Transitional Services Agreement substantially in the form attached hereto as Exhibit A (the “Transitional Services Agreement”), (iii) such documents as Purchaser may reasonably request relating to the existence of the Seller Parties and assumption agreements the Transferred Subsidiary and the authority of each Seller Party for this Agreement and any Ancillary Agreement to which it is a party (including it being understood that the Foreign documents referred to in clause (iii) shall not require any of the Seller Parties to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement), and (iv) a statement, meeting the requirements of Treasury Regulations Section 1.1445-2(b), to the effect that UMI is not a “foreign person” within the meaning of Section 1445 of the Code and the Treasury Regulations thereunder. (b) At the Closing, Purchaser shall deliver to the Seller Parties (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by UCB (such designation to be made at least two Business Days prior to the Closing Date), of the Estimated Purchase AgreementsPrice, (ii) in appropriate form a duly executed counterpart to the Transitional Services Agreement, and (iii) such other documents as Purchaser or its counsel UCB may reasonably request at least two business days prior relating to the Closing Date to demonstrate satisfaction or waiver existence of the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter authority of Credit pursuant Purchaser for this Agreement and any Ancillary Agreement to Section 2.04, which it is a party (ii) duly executed assignment and assumption agreements (including it being understood that the Foreign Purchase Agreements) documents referred to in appropriate form and clause (iii) such other documents as Parent shall not require Purchaser to make any additional representations, warranties or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction covenants, expressed or waiver of the conditions and compliance with the agreements set forth hereinimplied, not contained in this Agreement).

Transactions to be Effected at the Closing. At Except as provided in Section 2.05, at the Initial Closing: , LivaNova shall, or shall cause the Asset Sellers to (as applicable), deliver or cause to be delivered to Purchaser: (a) Parent shall cause Sellers to, a duly executed short-form acquisition agreement for each jurisdiction where such an agreement is required under applicable Laws for the transfer of applicable Transferred Assets and Sellers shall, deliver Assumed Liabilities to Purchaser in accordance with this Agreement (the Designated Purchasers“Local Transfer Agreement”) in substantially the form attached as Exhibit A hereto (except for: (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills deletion of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) provisions which are inapplicable to such Sharesentity, Asset or Liability; (ii) duly executed assignment and assumption agreements (including such changes as may be necessary to satisfy the Foreign Purchase Agreements) in appropriate form requirements of applicable local Law; and (iii) such other documents changes as may be reasonably agreed upon by XxxxXxxx and Purchaser, including regarding employees and employee benefit matters in order to adapt such agreement to the particular circumstances of the relevant entity, Asset or Liability and country); provided in each case that the Local Transfer Agreements shall serve purely to effect and make enforceable vis-à-vis third parties the transfer of the legal and beneficial title to the applicable entity, Asset or Liability and shall not require LivaNova or any of its subsidiaries or Purchaser or any of its counsel may reasonably request at least two business days prior affiliates to the Closing Date to demonstrate satisfaction make any additional representations, warranties or waiver of the conditions and compliance with the agreements set forth hereincovenants, express or implied, not contained in this Agreement; and (b) Purchaser shall deliver a duly executed counterpart to Parent the Transition Services Agreement substantially in the form attached hereto as Exhibit B (or any Seller designated by Parent pursuant together with the associated schedules to Section 2.04be negotiated between the parties, the “Transition Services Agreement”); (c) a duly executed Trademark License Agreement substantially in the form attached hereto as Exhibit C (“Trademark License Agreement”); (f) two (2) duly executed lease agreements reflecting the terms set forth in the term sheet attached hereto as Exhibit D (the “Saluggia Leases”); (e) (i) a duly executed share transfer form in respect of the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04Transferred Shares held by XxxxXxxx, (ii) three (3) duly executed assignment tax transfer forms in respect of the Transferred Shares, (iii) the corporate ledgers of Sorin CRM SAS evidencing that, as of immediately prior to the Initial Closing, all of the Transferred Shares not held by XxxxXxxx are held by Sorin CRM SAS, free and assumption agreements (including the Foreign Purchase Agreements) in appropriate form clear of all Liens and (iiiiv) the corporate ledgers of the Transferred Subsidiaries (other than Sorin CRM SAS) evidencing that, as of immediately prior to the Initial Closing, all of the shares of such Transferred Subsidiaries are held by Sorin CRM SAS, free and clear of all Liens; and (f) such other documents and instruments as Parent or its counsel Purchaser may reasonably request at least two business days prior to evidence the Closing Date to demonstrate satisfaction or waiver transfer of the conditions Transferred Assets and compliance with the agreements set forth hereinTransferred Shares.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (ai) Parent the Purchase Price by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than two Business Days prior to the Closing Date; and (ii) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 6.03 of this Agreement. (b) At the Closing, Seller shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: Buyer: (i) such appropriately a duly executed special warranty deeds in recordable form (affidavit of lost stock certificate with respect to the Real Property)stock certificate evidencing the Shares, bills free and clear of saleall Encumbrances, endorsementsother than Encumbrances under applicable securities laws and the Shareholders’ Agreement, consents, assignments and accompanied by stock powers or other good and sufficient instruments of transfer relating to the Acquired Assets duly executed in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers blank, with all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate required stock transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, tax stamps affixed thereto; (ii) duly executed assignment a certificate of an officer of Seller, certifying pursuant to Treasury Regulations Section 1.1445-2(b)(2), that Seller is not a foreign person within the meaning of Sections 1445 and assumption agreements 897 of the Code (including each such certificate, a “FIRPTA Certificate”); provided, however, that notwithstanding anything to the Foreign contrary in this Agreement, if Buyer does not obtain a FIRPTA Certificate from Seller, Buyer shall be entitled to proceed with the Closing and withhold from the Purchase Agreements) in Price the appropriate form and amounts required to be withheld pursuant to Section 1445 of the Code; and (iii) such all other documents as Purchaser agreements, documents, instruments or its counsel may reasonably request certificates required to be delivered by Seller at least two business days or prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter 6.02 of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereinthis Agreement.

Transactions to be Effected at the Closing. At the Closing: (a) Parent Seller shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: Purchaser (i) such appropriately executed special (and, to the extent required by Section 2.03, undated) general warranty deeds (in recordable form (with respect to the Real Propertyform), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets and the Acquired Coating Equipment in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement; (b) Purchaser shall deliver to Seller (i) payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least two business days prior to the Closing Date Date), of immediately available funds in an amount equal to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (iA) the Cash Payment, the Promissory Notes Purchase Price plus or minus (B) an amount equal to an estimate prepared by Seller (and the Letter of Credit pursuant reasonably satisfactory to Section 2.04, (iiPurchaser) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request delivered to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Purchase Price under Section 1.05 (the Purchase Price plus or minus such estimate of any adjustment under Section 1.05 being herein called the "Closing Date Amount") minus (C) if, pursuant to Section 2.03, the Hydroelectric Facility is not being transferred to Purchaser at Closing, $5,000,000 (the "Hydroelectric Facility Purchase Price"), (ii) such appropriately executed (and, to the extent required by Section 2.03, undated) assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities in form and substance reasonably satisfactory to Seller and its counsel and (iii) such other documents as Seller or its counsel may reasonably request to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth hereinin this Agreement; and (c) Seller shall, or shall cause its relevant or designated affiliates to, and Purchaser shall, or shall cause its relevant or designated affiliates to, enter into each of: (i) the Transition Services Agreement substantially on the terms and conditions set forth in Exhibit A and otherwise in form and substance reasonably satisfactory to Seller and Purchaser (the "Transition Services Agreement"); (ii) the Option Agreement substantially on the terms and conditions set forth in Exhibit B and otherwise in form and substance reasonably satisfactory to Seller and Purchaser (the "Option Agreement"); (iii) the License Agreement substantially on the terms and conditions set forth in Exhibit D and otherwise in form and substance reasonably satisfactory to Seller and Purchaser (the "License Agreement"); (iv) in the event Purchaser provides the notice contemplated by Section 5.29, the Coated Paper Products Supply Agreement substantially on the terms and conditions set forth in Exhibit E and otherwise in form and substance reasonably satisfactory to Seller and Purchaser (the "Paper Supply Agreement"); (v) the Wood Supply Agreement substantially on the terms and conditions set forth in Exhibit F and otherwise in form and substance reasonably satisfactory to Seller and Purchaser (the "Wood Supply Agreement"); (vi) in the event Purchaser provides the Hydroelectric Facility Notice (as defined in Section 2.03(a)) and such notice has not been rescinded or deemed rescinded at or prior to Closing, each of the Escrow Agreement, the Operating and Maintenance Agreement, the Relationship Agreement and the FERC Easement (as such terms are defined in Section 2.03(b)); and (vii) the engagement letter required pursuant to Section 5.25. Each of the Transition Services Agreement, the Option Agreement, the Right of First Offer Agreement, the License Agreement, the Paper Supply Agreement (if applicable), the Wood Supply Agreement, the Escrow Agreement (if applicable), the Operating and Maintenance Agreement (if applicable), the Relationship Agreement (if applicable), the FERC Easement (if applicable) and the engagement letter is an "Ancillary Agreement" hereunder.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to the Company: (ai) Parent shall cause Sellers tothe Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company to Buyer; DocuSign Envelope ID: CFBA8D24-F12B-443B-B8FA-654ECDD528F0 (ii) the Transaction Documents and all other agreements, and Sellers shalldocuments, deliver instruments or certificates required to be delivered by Buyer at or prior to the Designated Purchasers: Closing pursuant to this Agreement, in each case, duly executed by Buyer; (b) At the Closing, the Company shall : (i) such appropriately executed special warranty deeds in recordable form cause the Transfer Agent to: (with respect to A) register Buyer as the Real Property)owner of the BFI Shares; and (B) issue uncertificated BFI Shares represented by book-entry shares, bills free and clear of saleall Encumbrances, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations i) than restrictions on transfer under applicable state and federal securities laws) to such Shares, ; and (ii) duly executed assignment the lock up provision set forth in Section 5.05; (ii) deliver to Buyer: (A) the Transaction Documents and assumption agreements (including all other agreements, documents, instruments or certificates required to be delivered by the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser Company at or its counsel may reasonably request at least two business days prior to the Closing Date pursuant to demonstrate satisfaction or waiver this Agreement, in each case, duly executed by the Company; (B) a certificate of the conditions Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and compliance complete copies of all resolutions adopted by the Board of Directors of the Company (the “Company Board”) authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the agreements set forth hereintransactions contemplated hereby and thereby; and (bC) Purchaser shall deliver to Parent a certificate of the Secretary or an Assistant Secretary (or any Seller designated by Parent pursuant equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to Section 2.04) (i) the Cash Paymentsign this Agreement, the Promissory Notes Transaction Documents and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions be delivered hereunder and compliance with the agreements set forth hereinthereunder.

Transactions to be Effected at the Closing. At the Closing: (a) Parent shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: (i) such appropriately executed special warranty deeds in recordable form Each Seller shall deliver (with respect or cause to be delivered) to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, Buyer certificates representing the Sharesnumber of shares of Common Stock set forth opposite such Seller’s name on the Purchase Price Disbursement Schedule and the number of shares of Preferred Stock set forth opposite such Seller’s name on the Purchase Price Disbursement Schedule, in each case, duly endorsed in blank in proper form for transfer, together with appropriate transfer documentsa duly executed receipt acknowledging full payment for the Kxxxxxx Shares owned by such Seller, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements Kxxxxxx shall deliver (including the Foreign Purchase Agreementsor cause to be delivered) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of Buyer the conditions documents and compliance with the agreements certificates set forth hereinin Section 8.1 herein and required to be delivered by Kxxxxxx at the Closing; and (b) Purchaser the Buyer shall (i) pay the Purchase Price as provided in Section 2.2, (ii) deliver to Parent the Sellers the documents and certificates set forth in Section 8.2 and required to be delivered by the Buyer at the Closing and (or any Seller designated by Parent pursuant to Section 2.04iii) deliver a duly executed receipt acknowledging the receipt of the Kxxxxxx Shares purchased hereunder. (i) the Cash PaymentBuyer shall irrevocably deposit in trust with the Trustee the Closing Date Public Notes Obligation Amount, the Promissory Notes on behalf of Kxxxxxx, as provided in Section 2.2(b), and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including Kxxxxxx shall, in accordance with Section 8.01(ii) of the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior Indenture, give irrevocable notice of redemption to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereinTrustee.

Transactions to be Effected at the Closing. At the Closing: (a) Parent Seller shall cause Sellers toexecute, as applicable, and Sellers shall, deliver to Purchaser the Designated Purchasers: following: (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills a xxxx of sale, endorsementssubstantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”); (ii) an assignment and assumption agreement in respect of the Assigned Contracts, consentssubstantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (iii) assignments of Specified Patents, assignments Trademarks and other good Domain Names in the forms attached hereto as Exhibit C-1 to Exhibit C-3, respectively (collectively, the “IP Assignment Agreements”); (iv) a non-foreign affidavit, dated as of the Closing Date, sworn under penalty of perjury and sufficient instruments of transfer relating to substantially in the Acquired Assets form attached hereto as Exhibit D, stating that the Seller is not a “foreign Person” as defined in Code §1445 (the “FIRPTA Certificate”); (v) a desk license agreement, in the form and substance attached hereto as Exhibit E (the “Desk License Agreement”); (vi) the certificate required by Section 7.02(b); (vii) evidence reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under that the Acquired Assets, Assets are free and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title clear of all Liens; and (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iiiviii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth herein; andin this Agreement. (b) Purchaser shall execute, as applicable, and deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) the following: (i) the Cash PaymentPurchase Price, the Promissory Notes and the Letter by wire transfer of Credit pursuant immediately available funds to Section 2.04, a bank account designated in writing by Seller; (ii) duly executed assignment the Assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and Assumption Agreement; (iii) the IP Assignment Agreements; (iv) the Desk License Agreement; (v) the certificate required by Section 7.03(b); and (vi) such other documents as Parent Seller or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth hereinin this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (a) Parent shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: (i) such appropriately executed special warranty deeds the Estimated Closing Date Purchase Price payments called for in recordable form Section 2.2, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than two (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws2) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days Business Days prior to the Closing Date to demonstrate satisfaction or waiver Date; (ii) agreements for each Management Member respecting the potential issuance of the conditions and compliance with Stock Consideration, in the agreements set forth hereinform of Exhibit D hereto (the “Management Stock Consideration Agreements”), duly executed by Innospec; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (iiii) the Cash PaymentTransaction Documents and all other agreements, the Promissory Notes and the Letter of Credit pursuant documents, instruments or certificates required to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent be delivered by Buyer at or its counsel may reasonably request at least two business days prior to the Closing Date pursuant to demonstrate satisfaction Section 8.3 of this Agreement, all duly executed. (b) At the Closing, Seller shall deliver, or waiver shall cause to be delivered, to Buyer: (i) an original certificate representing the Membership Interests being transferred, together with an assignment thereof to Buyer in the form of Exhibit E hereto (the conditions “Assignment”), duly executed by Seller; (ii) an original certificate representing Company’s membership interest in the Sub; (iii) the Management Stock Consideration Agreements, duly executed by each Management Member; (iv) the General Release, duly executed by Seller and compliance with each Management Member; (v) any documentation reasonably requested by Buyer to effect or evidence the agreements set forth hereintransfer to Company of any Owned Intellectual Property owned by Seller or any other asset owned by Seller that is necessary for Company to conduct its business (the “Seller Assignment Documents”); and (vi) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Article VIII of this Agreement, all duly executed.

Transactions to be Effected at the Closing. At the Closing: , (a) Purchaser shall pay or cause to be paid to Parent (or its designated Subsidiaries), by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to the Closing Date, cash in an aggregate amount equal to the Closing Date Amount, (b) Parent shall deliver or cause Sellers to, and Sellers shall, deliver to be delivered to the Purchaser Designated Purchasers: Subsidiaries (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property)extent of any certificated Transferred Shares, bills certificates representing all of salesuch certificated Transferred Shares, endorsementsduly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, consentsin each case with any required stock transfer stamps affixed thereto, and (ii) to the extent of any uncertificated Transferred Shares, assignments and other good and sufficient instruments of transfer relating to all such uncertificated Transferred Shares executed by the Acquired Assets applicable Parent Subsidiaries, in form and substance reasonably satisfactory to Purchaser, (c) Purchaser and its counsel to vest in Parent shall, or shall cause their applicable Subsidiaries to, enter into the Designated Purchasers all of Sellers' right, title Transition Services Agreement and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form other Ancillary Agreements and (iiid) such other documents as Purchaser shall pay or cause to be paid to Parent (or its counsel may reasonably request designated Subsidiaries), by wire transfer in immediately available funds to one or more accounts designated in writing at least two business days Business Days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash PaymentDate, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) cash in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior an aggregate amount equal to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereinIntercompany Loan Amount.

Transactions to be Effected at the Closing. At the Closing: (a) Parent shall cause Sellers toAG, AGCINV and AG.cxx xxxll take all actions so that the articles and by-laws of AG.cxx xxx in the form of EXHIBIT A, the Board of Directors of AG.cxx xxxll consist of the persons indicated as members of AG.cxx'x Xoard of Directors in the Registration Statement, and Sellers shall, AG.cxx xxxll have adopted certain equity incentive compensation plans in the form of EXHIBIT B. (b) AG and/or AGCINV shall deliver and/or cause members of the AG Group to deliver to the Designated Purchasers: AG.cxx (ix) Fifty Million Dollars ($US 50,000,000) in immediately available funds (ii) appropriately executed copies of each Ancillary Agreement to which each is specified to be a party, (iii) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired AG.cxx Xxxiness Assets in form and substance reasonably satisfactory to Purchaser AG.cxx, xxcluding without limitation, assignments of Intellectual Property in recordable forms and its counsel Registrant Name Change Agreements in form acceptable to vest in the Designated Purchasers all of Sellers' rightNetwork Solutions, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such SharesInc., (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iiiiv) such other documents as Purchaser or its counsel may AG.cxx xxx reasonably request at least two business days prior to the Closing Date requested to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereinterms and provisions of this Agreement, and (v) all tangible forms of the AG.cxx Xxxiness Assets; and (bc) Purchaser AG.cxx xxxll, and/or shall cause its Subsidiaries, to deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) AG (i) certificates representing the Cash Payment, Shares registered in the Promissory Notes and the Letter name of Credit pursuant to Section 2.04AGCINV, (ii) duly appropriately executed assignment copies of this Agreement and each Ancillary Agreement to which each is specified to be a party, (iii) such appropriately executed assumption agreements (including and other instruments of assumption providing for the Foreign Purchase Agreements) assumption of the Assumed AG.cxx Xxxbilities in appropriate form and substance reasonably satisfactory to AG and (iiiiv) such other documents as Parent or its counsel may AG has reasonably request at least two business days prior to the Closing Date requested to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereinterms and provisions of this Agreement.

Transactions to be Effected at the Closing. At the Closing: (a) Parent Principal Seller shall, and shall cause the other Securities Sellers and other Assets Sellers, as applicable, to, and Sellers shall, deliver to the Designated Purchasers: Purchaser (i) (A) certificates representing the Securities, duly endorsed in blank or accompanied by stock powers or stock transfer forms duly endorsed in blank, in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, or (B) such instruments as may be required to transfer the Securities in accordance with applicable Law; (ii) such appropriately executed special warranty deeds (in recordable form (with respect to the Real Propertyform), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets Assets, including the Business Properties (as defined in Section 3.06(b)), in form and substance required by applicable Law and reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form Purchaser; and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth hereinin this Agreement; and (b) Purchaser shall deliver to Parent (or any Principal Seller designated by Parent pursuant to Section 2.04) (i) the Cash Paymentpayment, the Promissory Notes and the Letter of Credit pursuant by wire transfer to Section 2.04, a bank account designated in writing by Principal Seller (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request designation to be made at least two five business days prior to the Closing Date), immediately available funds in an amount equal to (A) the Purchase Price, plus (B) the amount (the "Estimated Purchase Price Adjustment") by which the estimate of Working Capital (as defined in Section 1.07(d)) as of the close of business on the Closing Date prepared by Principal Seller and set forth in Schedule 1.06(b) exceeds the WC Amount (as defined in Section 1.07(c)) (the Purchase Price plus the Estimated Purchase Price Adjustment being hereinafter referred to as the "Closing Date Amount") and (ii) such other documents as Principal Seller may reasonably request to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth hereinin this Agreement.

Transactions to be Effected at the Closing. At or prior to the Closing, the following transactions shall be effected by the Parties: (a) Parent The Seller shall deliver or cause Sellers to, and Sellers shall, deliver to be delivered at the Closing to the Designated Purchasers: Purchaser or such other Persons as set forth below: (i) such appropriately the Pre-Closing Statement as required by Section 2.4(a); (ii) certificates (if any) representing the outstanding capital stock of the Company Subsidiaries; (iii) a Transition Services Agreement, executed special warranty deeds by Seller, in recordable substantially the form attached hereto as Exhibit C (with respect the “Transition Services Agreement”), solely to the Real Property)extent that the parties mutually agree, bills pursuant to Section 7.13(a) herein, that such Transition Services Agreement is necessary; (iv) a certificate executed by the Secretary of salethe Seller as of the Closing Date certifying as to: (A) the certificate of incorporation of the Seller, endorsementsas in effect at the time of the Closing; (B) the bylaws of the Seller, consentsas in effect at the time of the Closing; (C) true and complete copies of resolutions adopted by the board of directors of the Seller authorizing the execution, assignments delivery and other performance of this Agreement; and (D) a certificate issued by the Secretary of State of the state where the Seller was incorporated, certifying that the Seller has legal existence and is in good and sufficient instruments standing in such state as of transfer relating a date that is no earlier than five (5) Business Days prior to the Acquired Assets Closing Date; with the items referenced above to be attached to such certificate; (v) payoff letters and lien releases (to the extent applicable) from the holders of Estimated Closing Indebtedness listed in the Pre-Closing Statement, in each case in form and substance reasonably satisfactory to Purchaser; (vi) documentary evidence, reasonably satisfactory to the Purchaser, that the Pre-Closing Educational Consents set forth on Schedule 5.21(d)(i) have been made or obtained, as applicable, and do not contain any Adverse Regulatory Condition; (vii) a certification from the Seller that the Seller is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code; (viii) the certificates required to be delivered pursuant to Section 9.2(c); (ix) a good standing certificate with respect to the Xxxxxxxxxx Entities issued by the Secretary of State of each of the states where the Xxxxxxxxxx Entities are incorporated; (x) documentary evidence, reasonably satisfactory to the Purchaser, that, immediately prior to the Closing, (A) the Seller has contributed in cash to the Company an amount equal to the Closing Contribution, and (B) the Company has contributed in cash to the Company Subsidiaries an amount equal to the Closing Contribution; (xi) documentary evidence, reasonably satisfactory to the Purchaser, that the Seller has paid in full the Estimated Closing Indebtedness; (xii) documentary evidence, reasonably satisfactory to the Purchaser, that the Seller has either (A) paid in full the Estimated Transaction Expenses, or (B) delivered to the Purchaser a written confirmation that the Seller will indemnify the Purchaser and its counsel the Xxxxxxxxxx Entities for any remaining Estimated Transaction Expenses; (xiii) documentary evidence, reasonably satisfactory to vest the Purchaser, that the Seller has either (A) paid in full the Designated Purchasers all Estimated Closing D&A Compensation, or (B) delivered to the Purchaser a written confirmation that the Seller will indemnify the Purchaser and the Xxxxxxxxxx Entities for any remaining Estimated Closing D&A Compensation; (xiv) documentary evidence, reasonably satisfactory to the Purchaser, that the consents set forth on Schedule 2.3(a)(xiv) have been made or obtained, as applicable; (xv) documentary evidence, reasonably satisfactory to the Purchaser, that the consolidated pro forma balance sheet for the Xxxxxxxxxx Entities as of Sellers' right, title and interest in, to and under the Acquired AssetsClosing, and including the Closing Contribution, will result in an “acid test ratio,” as the same will be calculated by the DOE, of at least 1:1; and (xvi) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Seller pursuant to this Agreement or otherwise reasonably required to consummate the transactions contemplated hereby, but in no event shall the Seller be required to deliver an opinion of counsel in connection with the transactions contemplated by this Agreement. (b) The Purchaser shall deliver or cause to be delivered at the Closing to the SharesSeller or such other Persons as set forth below: (i) the Transition Services Agreement, certificates representing duly executed by the SharesPurchaser, together with appropriate transfer documentssolely to the extent that the parties mutually agree, so as pursuant to vest in the Designated Purchasers goodSection 7.13(a) herein, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to that such Shares, Transition Services Agreement is necessary; (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and certificate required to be delivered pursuant to Section 9.3(c); and (iii) such other documents agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Purchaser pursuant to this Agreement or its otherwise reasonably required to consummate the transactions contemplated hereby (but in no event shall the Purchaser be required to deliver an opinion of counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance in connection with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated transactions contemplated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereinthis Agreement).

Transactions to be Effected at the Closing. At the Closing: (a) Parent Seller shall deliver or cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: be delivered to Purchaser (i) such appropriately duly executed special warranty deeds (in recordable form (with respect to the form) for each Owned Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments each in a form reasonably acceptable to Purchaser of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Transferred Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) a duly executed assignment and assumption agreements (including counterpart of the Foreign Purchase Agreements) in appropriate form Intellectual Property License Agreement and (iii) all such other certificates and documents as required to be delivered to Purchaser at or its counsel may reasonably request at least two business days prior to the Closing Date pursuant to demonstrate satisfaction this Agreement or waiver any Ancillary Agreement each in a form reasonably acceptable to Purchaser (the documents in clauses (i) and (iii), collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i) through (iii) shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the conditions Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and compliance sale deeds with the agreements set forth hereincovenants against grantor’s acts (also known as “special warranty” deeds); and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) Seller, (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least two (2) Business Days prior to the Cash Closing Date), in an amount equal to (A) the Purchase Price, plus or minus (B) an estimate, prepared by Seller in good faith and delivered to Purchaser at least two (2) Business Days prior to the Closing Date, of any adjustment to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus such estimate of any adjustment under Section 2.03 being hereinafter called the “Closing Date Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04”), (ii) duly executed assignment counterparts of the deeds, bills of sale, assignments and other instruments of transfer referred to in Section 2.02(a)(i) and duly executed assumption agreements (including and other instruments of assumption providing for the Foreign Purchase Agreements) in appropriate form and assumption of the Assumed Liabilities, (iii) a duly executed counterpart of the Intellectual Property License Agreement and (iv) all such other certificates and documents as Parent required to be delivered to Seller at or its counsel may reasonably request at least two business days prior to the Closing Date pursuant to demonstrate satisfaction this Agreement or waiver any Ancillary Agreement (the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (ii) through (iv) shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the conditions and compliance with the agreements set forth hereinAncillary Agreements).

Transactions to be Effected at the Closing. At or prior to the Closing, the following transactions shall be effected by the parties: (a) Parent The Seller shall deliver or cause Sellers to, and Sellers shall, deliver to be delivered at or prior to the Designated Purchasers: Closing to the Purchaser or such other Persons as set forth below: (i) such appropriately the Closing Statement (including a list of all Fixed Assets by Transferred Location), which statement shall be prepared in good faith by the Seller and delivered to the Purchaser at least three (3) Business Days prior to the Closing; (ii) a Transition Services Agreement related to the Transferred Locations, duly executed special warranty deeds by the Seller, in recordable substantially the form attached hereto as Exhibit B (the “Transition Services Agreement”); (iii) a Xxxx of Sale and Assignment and Assumption Agreement related to the Purchased Assets, duly executed by the Seller, in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”); (iv) with respect to each Transferred Location, a Sublease duly executed by the Real PropertySeller, in substantially the form attached hereto as Exhibit D (each a “Sublease”), bills provided that the Sublease for each Transferred Location shall provide for the Minimum Rent as set forth on Exhibit A.3; (v) a certificate executed by the Secretary of salethe Seller as of the Closing Date (A) attaching a certificate issued by the Secretary of State of the State of Delaware, endorsements, consents, assignments certifying that the Seller has legal existence and other is in good and sufficient instruments standing in the State of transfer relating Delaware as of a date that is no earlier than ten (10) Business Days prior to the Acquired Assets Closing Date; and (B) confirming the satisfaction of the conditions specified in Section ‎6.1(a) and Section ‎6.1(b); (vi) the Books and Records; (vii) a certificate, in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' rightPurchaser, title and interest in, to and under the Acquired Assets, and as to the Sharesnon-foreign status of the Seller pursuant to Section 1.1445-2(b)(2) of the United States Treasury Regulations, certificates representing duly executed by the Shares, together with appropriate transfer Seller; and (viii) all other documents, so as instruments or writings required to vest in be delivered to the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser at or its counsel may reasonably request at least two business days prior to the Closing pursuant to this Agreement, provided that, in no event shall this section apply to or be deemed to require any landlord or lessor estoppel certificate. (b) The Purchaser shall deliver or cause to be delivered at the Closing to the Seller or such other Person as set forth below: (i) the Purchase Price by wire transfer of immediately available funds to the bank account designated in writing by the Seller; (ii) the Transition Services Agreement related to the Transferred Locations, duly executed by the Purchaser; (iii) the Xxxx of Sale related to the Transferred Locations, duly executed by the Purchaser; (iv) with respect to each Transferred Location, a Sublease duly executed by the Purchaser; (v) a certificate executed by the Secretary of the Purchaser as of the Closing Date (A) certifying as to demonstrate true and complete copies of the resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement; (B) attaching a certificate issued by the Secretary of State of the State of Utah, certifying that the Purchaser has legal existence and is in good standing in such state as of a date that is no earlier than ten (10) Business Days prior to the Closing Date; and (C) confirming the satisfaction or waiver of the conditions specified in Section ‎6.2(a) and compliance with Section ‎6.2(b); (vi) the agreements set forth hereinGuaranty of Sublease Agreement for each Transferred Location, duly executed by Sportsman’s Warehouse Holdings, Inc., a Delaware corporation, in the form attached to each Sublease as Exhibit B; and (bvii) Purchaser shall deliver all other documents, instruments or writings required to Parent (be delivered to the Seller at or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date pursuant to demonstrate satisfaction or waiver this Agreement, and such other certificates of authority and documents as the conditions and compliance with the agreements set forth hereinSeller may reasonably request.

Transactions to be Effected at the Closing. At the Closing: (a) Parent Seller and Seller Sub shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: Purchaser (i) payment, by wire transfer to a bank account designated in writing by Purchaser (such designation to be made at least two business days prior to the Closing Date), immediately available funds, or otherwise credit Purchaser such amount against the Purchase Price, in an amount equal to $8,846,000, (ii) such appropriately executed special warranty deeds (in recordable form (with respect to the Real Propertyform), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement; PROVIDED, HOWEVER that the terms of such deeds, bills of sale, assignments and other instruments and documents shall not result in an increase in the obligations of Seller or Seller Sub beyond those contemplated by this Agreement. (b) Purchaser shall deliver to Seller and Seller Sub (i) payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least two business days prior to the Closing Date Date), immediately available funds in an amount equal to the Purchase Price, subject to any credit pursuant to Section 2.02(a)(i), (ii) duly authorized and issued certificates representing an amount of common stock of CBD Media Holdings, Inc., a Delaware corporation and the sole shareholder of Purchaser ("HOLDCO"), equal to 2.5% of the outstanding shares of common stock of Holdco (the "HOLDCO SHARES") (after giving effect to such issuance), (iii) such appropriately executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities in form and substance reasonably satisfactory to Seller and its counsel and (iv) such other documents as Seller or its counsel may reasonably request to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth hereinin this Agreement; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) PROVIDED, HOWEVER that the Cash Payment, the Promissory Notes and the Letter terms of Credit pursuant to Section 2.04, (ii) duly executed assignment and such assumption agreements (including and other instruments and documents shall not result in an increase in the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver obligations of the conditions and compliance with the agreements set forth hereinPurchaser beyond those contemplated by this Agreement.

Transactions to be Effected at the Closing. At the Closing: (a) Parent At least five Business Days prior to the Closing Date, Seller shall cause Sellers toprepare and deliver to Purchaser its good faith written estimate of the Adjusted Purchase Price as of 11:59 p.m. on the Closing Date (the Closing Date Payment), together with reasonable supporting detail as to each of the calculations contained therein, including estimated Closing Inventory (collectively, the Initial Closing Statement). The Initial Closing Statement shall be calculated in accordance with the Accounting Principles and prepared in a manner consistent with the definition of the term Closing Inventory. Prior to the Closing Date, and Sellers shallwithout limitation of the provisions of Section 6.2, deliver at Purchaser’s request, Seller shall provide Purchaser and its representatives any information reasonably requested and shall provide them access at all reasonable times to the Designated Purchasers: personnel, properties, books and records relating exclusively to the Business, in each case for the purpose of reviewing the Initial Closing Statement. Purchaser and Seller shall reasonably cooperate and act in good faith to resolve any disputes they may have in respect of the Closing Date Payment and the Initial Closing Statement. (b) Seller shall deliver or cause to be delivered to Purchaser (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property)deeds, bills of sale, endorsements, consents, assignments and other good and sufficient customary instruments of transfer relating to the Acquired Transferred Assets (other than the Transferred Real Property and the Transferred Intellectual Property), in form and substance reasonably satisfactory to Purchaser, (ii) with respect to the Transferred Real Property, (A) a “special” or “limited” warranty deed (or applicable state equivalent with covenants against grantors acts only) substantially in the form set forth in Section 3.2(b)(ii)(A) of the Disclosure Schedule, duly executed by Seller and notarized, and (B) a xxxx of sale substantially in the form set forth in Section 3.2(b)(ii)(B) of the Disclosure Schedule, duly executed by Seller, (iii) duly executed assignments of the Transferred Patents and Transferred Trademarks, in forms suitable for recording in the applicable jurisdictions, in form and substance reasonably satisfactory to Purchaser (it being understood that Purchaser shall bear the sole cost and its counsel have the sole responsibility for any notarization or legalization required for the recording of any such assignment that may be effectuated after the Closing), (iv) general assignments of all Other Transferred Intellectual Property, in form and substance reasonably satisfactory to vest in Purchaser, (v) an appropriately executed counterpart of the Designated Purchasers all Manufacturing Agreement, (vi) an appropriately executed counterpart of Sellers' rightthe Transition Services Agreement, title (vii) an appropriately executed counterpart of the Employee Services Agreement, (viii) an appropriately executed counterpart of the Excluded Technology License, (ix) an affidavit, meeting the requirements of Treasury Regulation 1.1445-2(b), certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; provided, however, that if Seller does not deliver such certificate to Purchaser, Purchaser shall be permitted to withhold from payments made pursuant to this Agreement any withholding Taxes required under Section 1445 of the Code and interest in, any such withheld amounts shall be treated as having been paid to and under the Acquired AssetsSeller, and as (x) the officer’s certificates referred to in Section 7.2; (it being understood that, except for the Sharesdocuments delivered pursuant to Section 3.2(b)(ii), certificates representing the SharesSeller shall not be required to make any additional representations, together warranties or covenants, expressed or implied, with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) respect to such Sharesdeeds, (ii) duly executed assignment bills of sale, assignments and assumption agreements (including other instruments of transfer not contained in this Agreement or the Foreign Purchase Ancillary Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein); and (bc) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least one Business Day prior to the Cash Closing Date), in an amount equal to the Closing Date Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly appropriately executed assignment counterparts to such deeds, bills of sale, assignments and other instruments of transfer, and appropriately executed assumption agreements (including and other instruments of assumption providing for the Foreign Purchase Agreements) in appropriate form and assumption of the Assumed Liabilities, (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver an appropriately executed counterpart of the conditions Manufacturing Agreement, (iv) an appropriately executed counterpart of the Transition Services Agreement, (v) an appropriately executed counterpart of the Employee Services Agreement, (vi) an appropriately executed counterpart of the Excluded Technology License and compliance (vii) the officer’s certificates referred to in Section 7.3; (it being understood that Purchaser shall not be required to make any additional representations, warranties or covenants, expressed or implied, with respect to such deeds, bills of sale, assignments, agreements and other instruments of transfer or assumption not contained in this Agreement or the agreements set forth hereinAncillary Agreements).

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall take all actions to: (ai) pay (or cause to be paid) to Parent (or, at Parent’s election and as a matter of convenience on behalf of Parent, to any such Person as may be designated in writing by Parent at least five (5) Business Days prior to the Closing Date), by wire transfer of immediately available funds to an account designated in writing by Praent at least five (5) Business Days prior to the Closing Date, an amount equal to the Cash Consideration that is not compensatory; (ii) pay (or cause to be paid) to the parties to whom Business Expenses are payable pursuant to the invoices delivered pursuant to Section 5.13(b), by wire transfer of immediately available funds to such bank account or accounts as designated in such invoice, the applicable amount set forth in each such invoice; (iii) deliver to Parent the Transition Services Agreement, the Cooperative Support Agreement, the Subcontracting Services Agreement, the SSBT Production and Support Agreement and the Cross Product Incentive Agreement, each duly executed by Buyer; and (iv) deliver to Parent the certificates required by Section 6.03(a) and Section 6.03(b). provided that any election or designation to be made by any Seller under this Section 1.03(b) may instead be made by Parent on behalf of such Seller. (b) At the Closing, Parent shall deliver or cause the Sellers to, and Sellers shall, to deliver to the Designated Purchasers: Buyer: (i) such appropriately duly executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to assignment in respect of the Acquired Assets Transferred Equity Interests in form and substance reasonably satisfactory acceptable to Purchaser Buyer, evidencing the sale, assignment, transfer, conveyance and its counsel delivery of the Transferred Equity Interests to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, Buyer; (ii) duly executed assignment unless otherwise requested by Buyer, resignation letters from the directors and assumption agreements (including officers and, in the Foreign Purchase Agreements) in appropriate form case of Business Companies organized under the laws of England and Wales, corporate secretaries and officers of each of the Business Companies; (iii) the Transition Services Agreement, the Cooperative Support Agreement, the Subcontracting Services Agreement, the SSBT Production and Support Agreement and the Cross Product Incentive Agreement, each duly executed by Parent; (iv) the certificates required by Section 6.02(a) and Section 6.02(b); and (v) an IRS Form W-9 for each Seller of equity interests in NYX or Xxx Xxxx, and an IRS Form W-9 or applicable IRS Form W-8 for each other Seller. (c) At the Closing, Buyer Pubco shall take all actions to deliver (or cause to be delivered) to Parent (or, at Parent’s election and as a matter of convenience on behalf of Parent, to any such other documents Person as Purchaser or its counsel may reasonably request be designated in writing by Parent at least two business days five (5) Business Days prior to the Closing Date to demonstrate satisfaction Date), one or waiver of more certificates or book-entry interests, with appropriate restrictive legends, representing the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereinStock Consideration.

Transactions to be Effected at the Closing. At Subject to the fulfillment (or, to the extent legally permitted, the waiver) of the conditions set forth in Article V, at the Closing: (ai) Parent Each of the Sellers and the Purchaser shall cause Sellers toduly execute and deliver a share transfer and assignment agreement substantially in the form attached hereto as Exhibit A (the "SHARE TRANSFER AGREEMENT"), such Share Transfer Agreement to be recorded in front of a German or Basle Notary Public; and Sellers shall, (ii) each Seller shall deliver to Purchaser (A) each of the Designated Purchaserscertificates, instruments and agreements required to be delivered by each of the Sellers pursuant to Article V hereof and (B) such other documents as Purchaser may reasonably request in connection with the Closing. (b) Purchaser shall deliver to Sellers: (i) such appropriately executed special warranty deeds in recordable form certificates representing 7,000,000 Wireless Shares (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest "CLOSING SHARES") in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest following denominations: (A) 5,663,583 Wireless Shares in the Designated Purchasers good, valid name of Investcorp and marketable title (subject only to limitations on transfer under applicable securities lawsB) to such Shares, 1,336,417 Wireless Shares in the name of Damany; (ii) duly executed assignment each of the certificates, instruments and assumption agreements (including the Foreign Purchase Agreements) in appropriate form required to be delivered by Purchaser pursuant to Article V hereof; and (iii) such other documents as Purchaser or its counsel Sellers may reasonably request at least two business days prior in connection with the Closing. (c) Purchaser shall deposit or cause to be deposited certificates representing 1,000,000 Wireless Shares (the "INDEMNIFICATION SHARES") in escrow with American Stock Transfer & Trust Company, as escrow agent (the "ESCROW AGENT"), to secure the indemnification obligations of the Sellers as set forth in Article VII pursuant to the terms of an escrow agreement to be entered into among Purchaser, Sellers and the Escrow Agent on the Closing Date to demonstrate satisfaction or waiver of in substantially in the conditions and compliance with form attached hereto as Exhibit B (the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein"INDEMNIFICATION ESCROW AGREEMENT").

Transactions to be Effected at the Closing. At the Closing: (a) Parent Principal Seller shall, and shall cause the other Securities Sellers toand other Assets Sellers, and Sellers shallas applicable, to deliver to the Designated Purchasers: Purchaser (i) (A) certificates representing the Securities, duly endorsed in blank or accompanied by stock powers or stock transfer forms duly endorsed in blank, in proper form for transfer, with appropriate transfer tax stamps, if any, affixed, or (B) such instruments as may be required to transfer the Securities in accordance with applicable Law; (ii) such appropriately executed special warranty deeds (in recordable form (with respect to the Real Propertyform), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets Assets, including the Business Properties (as defined in Section 3.06(b)), in form and substance required by applicable Law and reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form Purchaser; and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth herein; andin this Agreement. (b) The foregoing paragraph (a) notwithstanding, the parties agree that (i) the sale by the Securities Sellers of the Securities of Arch Chemicals N.V., a Belgian corporation (“Arch Chemicals N.V.”), shall precede the sale thereby of the Securities of the remainder of the Acquired Subsidiaries incorporated in Europe (the “European Acquired Subsidiaries”) to Purchaser or a Purchaser Designee and (ii) Arch Chemicals N.V., following its sale to Purchaser or Purchaser Designee at the Closing, shall immediately purchase, as a Purchaser Designee designated pursuant to Section 9.01, the Securities of the European Acquired Subsidiaries from the Securities Sellers. To effect the foregoing series of transactions, Principal Seller and Purchaser shall procure the execution of such instruments as are set forth in Section 5.26 and take all other actions as may be necessary to effect the transfer of the Securities of Arch Chemicals N.V. in accordance with applicable Law by the Securities Sellers to Purchaser prior to effecting the transfer of the Securities of the European Acquired Subsidiaries, in order that such latter transfer will be made to Arch Chemicals N.V., as a Purchaser Designee. (c) Purchaser shall deliver to Parent (or any Principal Seller designated by Parent pursuant to Section 2.04) (i) the Cash Paymentpayment, the Promissory Notes and the Letter of Credit pursuant by wire transfer to Section 2.04, a bank account designated in writing by Principal Seller (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request designation to be made at least two five business days prior to the Closing Date), immediately available funds in an amount equal to (A) the Purchase Price, plus (B) the amount (the “Estimated Purchase Price Adjustment”) by which the estimate of Working Capital (as defined in Section 1.07(d)) as of the close of business on the Closing Date prepared by Principal Seller and set forth in Schedule 1.06(b) exceeds the WC Amount (as defined in Section 1.07(c)) (the Purchase Price plus the Estimated Purchase Price Adjustment being hereinafter referred to as the “Closing Date Amount”), it being agreed that such payment shall be made sequentially in two tranches, the first of which shall be equal to the sum of (x) such portion of the Purchase Price as the parties have agreed is allocable to Arch Chemicals N.V., (y) such portion of the Purchase Price as the parties have agreed is allocable to the portion of the Acquired Business not comprised of Arch Chemicals N.V. and the European Acquired Subsidiaries and (z) the Estimated Purchase Price Adjustment, and the second of which shall be equal to the balance of the Closing Date Amount, and (ii) such other documents as Principal Seller may reasonably request to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth hereinin this Agreement.

Transactions to be Effected at the Closing. At the Closing: (a) Parent the Seller shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: Purchaser or its designees (i) in the case of the Purchased Companies’ Equity Interests that are certificated, the certificates representing such Purchased Companies’ Equity Interests, duly endorsed in blank or accompanied by stock or unit powers duly endorsed in blank in proper form for transfer or other proper instruments of transfer, with appropriate transfer Tax stamps, if any, affixed, (ii) such appropriately executed special warranty deeds (in recordable form (with respect to the Real Propertyform), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Transferred Assets and the Transferred Liabilities, in the form and substance required by applicable Law and reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as acceptable to the SharesPurchaser to demonstrate the sale, certificates representing the Sharestransfer, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment delivery and assumption agreements (including of the Foreign Purchase Agreements) in appropriate form Transferred Assets and the Transferred Liabilities to or by the Purchaser or its designees and (iii) such other documents as the Purchaser may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement, including the sale, transfer, delivery and assumption of the Purchased Companies’ Equity Interests, the Transferred Assets and the Transferred Liabilities to or by the Purchaser or its counsel may reasonably request designees; (b) the Purchaser or its designees shall deliver to the Seller (i) payment by wire transfer, to one or more bank accounts designated in writing by the Seller (such designation to be made at least two business days prior to the Closing Date Date), of immediately available funds in an amount equal to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04Estimated Purchase Price, (ii) duly such appropriately executed assignment deeds (in recordable form), bills of sale, assignments and other instruments of transfer relating to the Transferred Assets and the Transferred Liabilities, in the form and substance required by applicable Law and reasonably acceptable to the Seller to demonstrate the sale, transfer, delivery and assumption agreements (including of the Foreign Purchase Agreements) in appropriate form Transferred Assets and the Transferred Liabilities to or by the Purchaser or its designees and (iii) such other documents as Parent or its counsel the Seller may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth hereinin this Agreement, including the sale, transfer, delivery and assumption of the Purchased Companies’ Equity Interests, the Transferred Assets and the Transferred Liabilities to or by the Purchaser or its designees; (c) the Seller shall deliver to the Purchaser a copy, duly executed by the Seller, and the Purchaser shall deliver to the Seller a copy, duly executed by the Purchaser, of the Transition Services Agreement substantially in the form as set forth in Exhibit B hereto (the “Transition Services Agreement”); (d) the Seller shall deliver to the Purchaser a copy, duly executed by the Seller, and the Purchaser shall deliver to the Seller a copy, duly executed by the Purchaser, of the Winchester Supply Agreement substantially in the form as set forth in Exhibit C hereto (the “Winchester Supply Agreement”); (e) the Seller shall deliver to the Purchaser a copy, duly executed by the Seller, and the Purchaser shall deliver to the Seller a copy, duly executed by the Purchaser, of the Environmental Access Agreement substantially in the form as set forth in Exhibit D hereto (the “Environmental Access Agreement”); (f) the Seller shall deliver to the Purchaser a copy, duly executed by the Seller, and the Purchaser shall deliver to the Seller a copy, duly executed by the Purchaser, of the Trademark License Agreement substantially in the form as set forth in Exhibit E hereto (the “Trademark License Agreement”); and (g) each of the Purchaser and the Seller shall deliver to the other party the certificates referred to in Sections 7.02 and 7.03, as applicable.

Transactions to be Effected at the Closing. At Except as provided in Section 2.05, at the Initial Closing: , LivaNova shall, or shall cause the Asset Sellers to (as applicable), deliver or cause to be delivered to Purchaser: (a) Parent shall cause Sellers to, a duly executed short-form acquisition agreement for each jurisdiction where such an agreement is required under applicable Laws for the transfer of applicable Transferred Assets and Sellers shall, deliver Assumed Liabilities to Purchaser in accordance with this Agreement (the Designated Purchasers“Local Transfer Agreement”) in substantially the form attached as Exhibit A hereto (except for: (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills deletion of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) provisions which are inapplicable to such Sharesentity, Asset or Liability; (ii) duly executed assignment and assumption agreements (including such changes as may be necessary to satisfy the Foreign Purchase Agreements) in appropriate form requirements of applicable local Law; and (iii) such other documents changes as may be reasonably agreed upon by LivaNova and Purchaser, including regarding employees and employee benefit matters in order to adapt such agreement to the particular circumstances of the relevant entity, Asset or Liability and country); provided in each case that the Local Transfer Agreements shall serve purely to effect and make enforceable vis-à-vis third parties the transfer of the legal and beneficial title to the applicable entity, Asset or Liability and shall not require LivaNova or any of its subsidiaries or Purchaser or any of its counsel may reasonably request at least two business days prior affiliates to the Closing Date to demonstrate satisfaction make any additional representations, warranties or waiver of the conditions and compliance with the agreements set forth hereincovenants, express or implied, not contained in this Agreement; and (b) Purchaser shall deliver a duly executed counterpart to Parent the Transition Services Agreement substantially in the form attached hereto as Exhibit B (or any Seller designated by Parent pursuant together with the associated schedules to Section 2.04be negotiated between the parties, the “Transition Services Agreement”); (c) a duly executed Trademark License Agreement substantially in the form attached hereto as Exhibit C (“Trademark License Agreement”); (f) two (2) duly executed lease agreements reflecting the terms set forth in the term sheet attached hereto as Exhibit D (the “Saluggia Leases”); (e) (i) a duly executed share transfer form in respect of the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04Transferred Shares held by LivaNova, (ii) three (3) duly executed assignment tax transfer forms in respect of the Transferred Shares, (iii) the corporate ledgers of Sorin CRM SAS evidencing that, as of immediately prior to the Initial Closing, all of the Transferred Shares not held by LivaNova are held by Sorin CRM SAS, free and assumption agreements (including the Foreign Purchase Agreements) in appropriate form clear of all Liens and (iiiiv) the corporate ledgers of the Transferred Subsidiaries (other than Sorin CRM SAS) evidencing that, as of immediately prior to the Initial Closing, all of the shares of such Transferred Subsidiaries are held by Sorin CRM SAS, free and clear of all Liens; and (f) such other documents and instruments as Parent or its counsel Purchaser may reasonably request at least two business days prior to evidence the Closing Date to demonstrate satisfaction or waiver transfer of the conditions Transferred Assets and compliance with the agreements set forth hereinTransferred Shares.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall take all actions to: (ai) pay (or cause to be paid) to Parent (or, at Parent’s election and as a matter of convenience on behalf of Parent, to any such Person as may be designated in writing by Parent at least five (5) Business Days prior to the Closing Date), by wire transfer of immediately available funds to an account designated in writing by Praent at least five (5) Business Days prior to the Closing Date, an amount equal to the Cash Consideration that is not compensatory; (ii) pay (or cause to be paid) to the parties to whom Business Expenses are payable pursuant to the invoices delivered pursuant to Section 5.13(b), by wire transfer of immediately available funds to such bank account or accounts as designated in such invoice, the applicable amount set forth in each such invoice; (iii) deliver to Parent the Transition Services Agreement, the Cooperative Support Agreement, the Subcontracting Services Agreement, the SSBT Production and Support Agreement and the Cross Product Incentive Agreement, each duly executed by Buyer; and (iv) deliver to Parent the certificates required by Section 6.03(a) and Section 6.03(b). provided that any election or designation to be made by any Seller under this Section 1.03(b) may instead be made by Parent on behalf of such Seller. (b) At the Closing, Parent shall deliver or cause the Sellers to, and Sellers shall, to deliver to the Designated Purchasers: Buyer: (i) such appropriately duly executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to assignment in respect of the Acquired Assets Transferred Equity Interests in form and substance reasonably satisfactory acceptable to Purchaser Buyer, evidencing the sale, assignment, transfer, conveyance and its counsel delivery of the Transferred Equity Interests to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, Buyer; (ii) duly executed assignment unless otherwise requested by Buyer, resignation letters from the directors and assumption agreements (including officers and, in the Foreign Purchase Agreements) in appropriate form case of Business Companies organized under the laws of England and Wales, corporate secretaries and officers of each of the Business Companies; (iii) the Transition Services Agreement, the Cooperative Support Agreement, the Subcontracting Services Agreement, the SSBT Production and Support Agreement and the Cross Product Incentive Agreement, each duly executed by Parent; (iv) the certificates required by Section 6.02(a) and Section 6.02(b); and (v) an IRS Form W-9 for each Seller of equity interests in NYX or Xxx Xxxx, and an IRS Form W-9 or applicable IRS Form W-8 for each other Seller. (c) At the Closing, Buyer Pubco shall take all actions to deliver (or cause to be delivered) to Parent (or, at Parent’s election and as a matter of convenience on behalf of Parent, to 3 any such other documents Person as Purchaser or its counsel may reasonably request be designated in writing by Parent at least two business days five (5) Business Days prior to the Closing Date to demonstrate satisfaction Date), one or waiver of more certificates or book-entry interests, with appropriate restrictive legends, representing the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereinStock Consideration.

Transactions to be Effected at the Closing. At the Closing: (a) Parent Seller shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: Purchaser: (i) such appropriately an executed special warranty deeds copy of an Intellectual Property Assignment in recordable the form attached hereto as Exhibit A; (with respect to the Real Property), bills of sale, endorsements, consents, assignments ii) written releases and waivers or other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably evidences satisfactory to Purchaser and its counsel to vest in the Designated Purchasers that all of Sellers' right, title and interest in, to and under Liens imposed on the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and Intellectual Property have been removed; (iii) certificates evidencing the valid existence of Seller and evidence of the authority of Seller to execute and perform this Agreement and the Intellectual Property Assignment; and (iv) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements covenants set forth herein; andin this Agreement. (b) Purchaser shall deliver to Parent Schlattl (or any as directed by Seller designated by Parent pursuant to in Section 2.04) 1.01 in the case of the Shares and the Cash Consideration) (i) the Cash Paymentby wire transfer, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) a bank account designated in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request writing by Schlattl in writing at least two business ten days prior to the Closing Date Date, immediately available funds equal to demonstrate satisfaction or waiver the sum of (x) the Cash Consideration and (y) the Cetoni Indebtedness Amount and (ii) certificates in definitive form registered in the name of Schlattl, evidencing the Shares. Each certificate representing the Shares and any other securities issued in respect of the conditions and compliance Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the shares of Purchaser Common Stock evidenced by such certificate shall have been registered under the Securities Act (as hereinafter defined)) be stamped or otherwise imprinted with a legend substantially in the agreements set forth hereinfollowing form (in addition to any legend required under applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION."

Transactions to be Effected at the Closing. At the Closing: (a) Parent shall Seller will deliver or cause Sellers toto be delivered to Purchaser: (i) payment, and Sellers shallby wire transfers of immediately available funds to one or more accounts designated in writing by Purchaser (such designation to be made at least two business days before the Closing Date), deliver in (A) an amount, in Canadian Dollars, equal to the Designated Purchasers: Inventory Shortfall, if any, with respect to the Canadian Inventory Amount and (iB) an amount, in Mexican Pesos, equal to the Inventory Shortfall, if any, with respect to the Mexican Inventory Amount (it being understood that, to the extent applicable, the Seller is paying such amounts for itself and on behalf of each of the other Seller Parties and Purchaser is receiving such amounts for itself and on behalf of each of the other Purchaser Parties); provided that such amounts may be paid on a “net” basis as provided in Section 2.02(b)(i); (ii) a certificate of Seller’s non-foreign status, dated as of the Closing Date, complying with the provisions of United States Treasury Regulation Section 1.1445-2(b), provided, however, that if Seller does not deliver such certificate to Purchaser, Purchaser shall be permitted to withhold from payments made pursuant to this Agreement any withholding Taxes required under Section 1445 of the Revenue Code in accordance with Section 1.08; (iii) appropriately executed counterparts of the Ancillary Agreements; and (iv) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property)deeds, bills of sale, endorsements, consents, assignments and other good and sufficient customary instruments of transfer relating to the Acquired Transferred Assets as may be reasonably necessary to effect the transfer of the Transferred Assets to Purchaser or its designee, in form and substance reasonably satisfactory to Purchaser and Purchaser; it being understood that such instruments will not require Seller or any of its counsel affiliates to vest in the Designated Purchasers all of Sellers' right, title and interest in, make or be deemed to and under the Acquired Assetsinclude, and as will in any event be deemed not to include, any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement. (b) Purchaser will deliver to Seller and the SharesSeller Parties: (i) payment, certificates representing the Shares, together with appropriate by wire transfer documents, so as of immediately available funds to vest one or more accounts designated in the Designated Purchasers good, valid and marketable title writing by Seller (subject only such designation to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request be made at least two business days prior before the Closing Date), in (A) an amount, in United States Dollars, equal to (I) the Base Consideration plus (II) the Inventory Surplus, if any, with respect to the U.S. Closing Date Inventory Amount, minus (III) the Inventory Shortfall, if any, with respect to demonstrate satisfaction or waiver the U.S. Closing Inventory Amount, (B) an amount, in Canadian Dollars, equal to the Inventory Surplus, if any, with respect to the Canadian Inventory Amount and (C) an amount, in Mexican Pesos, equal to the Inventory Surplus, if any, with respect to the Mexican Inventory Amount (it being understood that, to the extent applicable, the Purchaser is paying such amounts for itself and on behalf of each of the conditions other Purchaser Parties and compliance with Seller is receiving such amounts for itself and on behalf of each of the agreements set forth hereinother Seller Parties); and provided that the Seller may designate that the Base Consideration be paid in part in Canadian Dollars or Mexican Pesos at the then-prevailing exchange rate as agreed by the parties (b) Purchaser shall deliver such designation to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request be made at least two business days prior before the Closing Date) and, in connection with such designation, the Seller may direct that any amounts payable to Seller in Canadian Dollars or Mexican Pesos under this Section 2.02(b)(i) be reduced by all or any portion of the amounts payable to Purchaser pursuant to Section 2.02(a)(i), thereby satisfying the Seller’s obligations under Section 2.02(a)(i) to the Closing Date to demonstrate satisfaction or waiver extent of such reduction; (ii) appropriately executed counterparts of the conditions Ancillary Agreements; and (iii) such appropriately executed deeds, bills of sale, assignments and compliance with other customary instruments of transfer relating to the agreements set forth hereinTransferred Assets as may be reasonably necessary to effect the transfer of the Transferred Assets to, and the assumption of the Assumed Liabilities by, the Purchaser Parties, in form and substance reasonably satisfactory to Seller; it being understood that such instruments will not require Purchaser or any of its affiliates to make or be deemed to include, and will in any event be deemed not to include, any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, the filing and recording of any such Ancillary Agreements or other instruments as well as the execution of local forms or notarization or legalization required for the filing or recording thereof may be effectuated after the Closing and will be the sole responsibility and at the sole cost of Purchaser.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver: (ai) Parent to Sellers, the Closing Date Buyer Shares; (ii) to Sellers, the Transaction Documents, duly executed by Buyer; and (iii) to holders of the Funded Current Liabilities, an amount sufficient to repay all such Funded Current Liabilities in accordance with the Pay-off Letters pursuant to wire transfer instructions set forth in the Pay-off Letters, with the result that immediately following the Closing there will be no further monetary obligations of the Company with respect to any such Funded Current Liability; provided that in no event shall cause Sellers tothe aggregate amount of all repaid Funded Current Liabilities exceed $300,000. (iv) Such other documents or instruments as Seller Representative reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, and Sellers shall, each Seller shall deliver to the Designated Purchasers: Buyer: (i) A signed copy of this Agreement, which shall act as a stock power for the transfer of the Shares of such appropriately executed special warranty deeds in recordable form (with respect Seller to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and Buyer as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, provided herein; (ii) the Transaction Documents, duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and by each applicable Seller; and (iii) such other documents or instruments as Purchaser or its counsel may Buyer reasonably request at least two business days prior requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At the Closing, Seller Representative shall deliver to Buyer: (i) all approvals, consents and waivers that are listed on Section 3.06 of the Disclosure Schedules, and executed counterparts thereof; (ii) a good standing certificate for the Company from the secretary of state of the State of Delaware and a foreign qualification certificate for the Company from the secretary of state of the State of Utah; (iii) written resignations, effective as of the Closing Date to demonstrate satisfaction or waiver Date, of the conditions officers and compliance with directors of the agreements set forth hereinCompany that have previously been requested by Buyer; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iiiiv) such other documents or instruments as Parent or its counsel may Buyer reasonably request at least two business days prior requests and are reasonably necessary to consummate the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth hereintransactions contemplated by this Agreement.