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

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, (i) the Cash Component Price by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson to the Purchaser no later than two Business Days prior to the Closing Date, (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3. (b) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser (i) the original certificates representing all of the Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver In addition to Pearson, for itself and as agent for the other Sellers, (i) the Cash Component Price by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson to the Purchaser no later than two Business Days prior to the Closing Date, (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In additionrequirements set forth herein, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3. (b) At the Closing, the Sellers Seller shall deliver, or cause to be delivered, to Buyer the Purchaser following: (i) a bxxx of sale in the original certificates representing all form of Exhibit A hereto (the Equity Interests “Bxxx of the Companies, which certificates shall be either Sale”) duly endorsed for transfer to, or accompanied executed by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and Seller; (ii) $10,000,000 an assignment and assumption agreement in cash the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by Seller; (iii) a sub-lease to provide for deferred revenue 15,000 sq ft. of the Business. Leased Real Property associated with the Purchased Assets at the premises located at 2000 Xxxxx Xxxxxx, North St. Pxxx, Minnesota 55109 (the “Business Facility”) in the form of Exhibit C hereto (the “Sub-Lease”) duly executed by Seller; (iv) the Trademark Assignment duly executed by Seller in favor of Buyer in the form of Exhibit D hereto (the “Trademark Assignment”); (v) the Patent Assignment duly executed by Seller in favor of Buyer in the form of Exhibit E hereto (the “Patent Assignment”); (vi) the Copyright Assignment duly executed by Seller in favor of Buyer in the form of Exhibit F hereto (the “Copyright Assignment”); (vii) the Domain Names Assignment duly executed by Seller in favor of Buyer in the form of Exhibit G hereto (the “Domain Names Assignment”); (viii) a certificate evidencing the good standing of Seller in its jurisdiction of organization as of a recent date; (ix) any required Tax Returns, elections or forms in respect of Transfer Taxes; (x) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.01(b) and Section 7.01(c); (xi) all consents, authorizations, approvals, and waivers set forth in Section 3.02(a)(xi) of the Disclosure Schedules, all in such form as is reasonably satisfactory to Buyer; (xii) a certificate reasonably acceptable in form and substance to Buyer to the effect that Seller is not a “foreign person” within the meaning of Treasury Regulations Section 1.1445-2; and (xiii) all other instruments, certificates, filings or documents, in form and substance reasonably satisfactory to Buyer, as may reasonably requested by Buyer. (b) In additionaddition to the other requirements set forth herein, at the Closing, Buyer shall deliver, or cause to be delivered, to Seller the Sellers shall deliver following: (i) the Assignment and Assumption Agreement duly executed by Buyer; (ii) the Sub-Lease duly executed by Buyer; (iii) with respect to the Purchaser “Aetrium” trade name, a license agreement from Buyer, substantially in the form of Exhibit H hereto, duly executed by Buyer, pursuant to which Buyer shall have granted Seller a non-exclusive, royalty free, fully paid-up right and license to use the “Aetrium” name until one month after the stockholders of Seller have approved an amendment to Seller’s Amended and Restated Articles of Incorporation to change Seller’s name to a name other than “Aetrium” (the “Name Change Amendment”), which approval Seller shall use its commercially reasonable efforts to obtain (the “License Agreement”); provided, however, that Seller submit a proposal to it stockholders to approve a Name Change Amendment at each annual meeting of Seller’s stockholders until a Name Change Amendment is duly approved by the requisite stockholder vote and will in any event adopt a “d/b/a” that does not include the word “Aetrium” on or prior to the first anniversary of the Closing Date; (iv) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.02(b) and Section 7.02(c); and (v) a certificate evidencing the good standing of Buyer in its jurisdiction of organization as of a recent date; (vi) all agreementsother instruments, certificates certificates, filings or documents, in form and other documents necessary substance reasonably satisfactory to satisfy any condition referred to in Section 9.2Seller, as may reasonably requested by Seller.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser Buyer shall deliver to Pearson, for itself and as agent for the other Sellers, Seller: (i) the The Cash Component Price Consideration, subject to any Closing Adjustment pursuant to Section 2.04(a), by wire transfer of immediately available funds to an account or accounts of Seller designated in writing by Pearson Seller to the Purchaser Buyer no later than two five (5) Business Days prior to the Closing Date, Date minus Seventeen Million Five Hundred Thousand Dollars ($17,500,000) (the “Holdback Escrow Fund”). The Holdback Escrow Fund shall be held in escrow pursuant to Section 2.05 of this Agreement and the terms and conditions of an escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”); (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (evidencing the “Preferred Stock Certificates”)) representing the Preferred Stock Component and Consideration; and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance Transaction Documents and all other agreements, documents, instruments or certificates required to Pearson of the Holdco Equity Component. In addition, be delivered by Buyer at the Closing, the Purchaser shall deliver or prior to the Sellers all agreements, certificates and other documents necessary Closing pursuant to satisfy any condition referred to in Section 9.37.03 of this Agreement. (b) At the Closing, the Sellers Seller shall deliver, or cause deliver to be delivered, to the Purchaser Buyer: (i) stock certificates evidencing the original certificates representing Shares, free and clear of all of the Equity Interests of the CompaniesEncumbrances, which certificates shall be either duly endorsed for transfer to, in blank or accompanied by stock powers or other instruments of transfer duly endorsed executed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicableform and substance reasonably satisfactory to Buyer, with respect to each Company on Attachment A and otherwise in form acceptable for all required stock transfer on the books of the Companies and tax stamps affixed thereto; (ii) $10,000,000 the Closing Cash Deficiency (as provided in cash Section 2.04(a) below), if any, by wire transfer of immediately available funds to provide an account designated by Buyer no later than two (2) Business Days prior to the Closing Date; and (iii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement. (c) Except for deferred revenue the Indebtedness identified in Exhibit B attached hereto, for which payoff letters will be delivered to Buyer pursuant to Section 7.02(l) below, as of the Business. In addition, at the Closing, Seller shall cause Xxxxxxxx and the Sellers Company to have no Indebtedness. At the Closing, Buyer shall deliver pay or cause to be paid, on behalf of Xxxxxxxx and the Company, the amounts of Indebtedness indicated pursuant to Section 7.02(l) by wire transfer of immediately available funds to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to Persons or bank accounts specified in Section 9.2such payoff letters.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer shall: (i) Deliver to Seller: (A) a stock certificate in the Cash Component name of Seller representing a number of Buyer Shares in an aggregate amount equal to the lesser of (i) Seven Million Two Hundred Eighty Thousand and No/100 Dollars ($7,280,000.00) at a per share price equal to the IPO Price or the Uplisting Price, as the case may be (to the extent the IPO or the Uplisting occurs first), or (ii) eighty percent (80%) of the Subject Acquisition Shares; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by wire transfer Buyer at or prior to the Closing pursuant to Section 6.03 of this Agreement. (ii) Deliver immediately available funds to an account or accounts designated Seller in writing by Pearson the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) for Seller’s payment to Seller’s creditors. (iii) Deliver to the Purchaser no later than two Business Days prior Escrow Agent: (A) a stock certificate representing a number of shares of Buyer Shares in an aggregate amount equal to the Closing Datelesser of (i) One Million Eight Hundred Twenty Thousand and No/100 Dollars ($1,820,000.00) at a per share price equal to the IPO Price or the Uplisting Price, as the case may be (to the extent the IPO or the Uplisting occurs first), or (ii) stock certificates twenty percent (in such denominations and registered in such name(s20%) as Pearson shall request (of the “Preferred Stock Certificates”)) Subject Acquisition Shares representing the Preferred Stock Component Buyer Shares to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VII; and (iiiB) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Escrow Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3. (b) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser Seller shall: (i) the original certificates representing all Deliver to Buyer: (A) an assignment of the Equity Membership Interests of to Buyer in form and substance satisfactory to Buyer (the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities“Assignment”), as applicableduly executed by Seller; and (B) the other Ancillary Documents and all other agreements, with respect documents, instruments or certificates required to each Company on Attachment A and otherwise in form acceptable for transfer on be delivered by Seller at or prior to the books of the Companies and Closing pursuant to Section 6.02. (ii) $10,000,000 in cash to provide for deferred revenue of Deliver the Business. In addition, at the Closing, the Sellers shall deliver Escrow Agreement to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2Escrow Agent.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer will: (i) the Cash Component Price pay to Sellers (by wire transfer of immediately available funds to an such account or accounts designated in writing specified by Pearson Sellers to the Purchaser no later Buyer not less than two (2) Business Days prior to the Closing) an amount equal to (A) the Base Purchase Price (i) plus the Estimated Closing Date, Working Capital Adjustment Amount if such amount is positive or (ii) stock certificates minus the Estimated Closing Working Capital Adjustment Amount if such amount is negative, plus (B) the Estimated Closing Cash Amount, minus (C) the Estimated Closing Outstanding Debt, minus (D) the Estimated Swap Amount, minus (E) the Estimated Qualifying Net Income and minus (F) Estimated Company Transaction Expenses; (ii) pay on behalf of the Company Entities to the Persons specified in such denominations and registered in such name(s) as Pearson shall request the Estimated Adjustment Statement (by wire transfer of immediately available funds to the “Preferred Stock Certificates”accounts specified therein)) representing , the Preferred Stock Component and Estimated Company Transaction Expenses; and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreementsdocuments, instruments or certificates and other documents necessary required to satisfy any condition referred be delivered by Buyer at or prior to in the Closing pursuant to Section 9.37.2. (b) At the Closing, Sellers will deliver to Buyer all documents, instruments or certificates required to be delivered by Buyer at or prior to the Sellers shall deliverClosing pursuant to Section 7.1. (c) Xxxxx and Seller acknowledge and agree that notwithstanding the provisions of Section 2.3(a)(i), or cause to be delivered, anything to the Purchaser (i) the original certificates representing all of the Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed contrary contained in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In additionthis Agreement, at the Closing, Closing the Sellers Swap Amount shall deliver be distributed to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2Sellers.

Transactions to be Effected at the Closing. (a) At or prior to the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, : (i) the Cash Component Price by wire transfer Company shall file with the Secretary of immediately available funds to an account or accounts designated in writing by Pearson to State of the Purchaser no later than two Business Days prior to State of Delaware the Closing Date, Certificate of Merger; (ii) stock certificates (in such denominations and registered in such name(s) as Pearson the Company shall request (deliver to Buyer evidence of the “Preferred Stock Certificates”consummation of the Redemption to the extent required pursuant to Section 2.4(a)) representing the Preferred Stock Component and ; (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3. (b) At the Closing, the Sellers Company shall deliver, or cause to be delivered, to Buyer (A) a certificate of the Purchaser Company, dated as of the Closing Date, stating that the conditions set forth in Section 6.1(a)(i), Section 6.1(a)(ii) and Section 6.1(b) have been satisfied, and (B) a certificate of Red Topco, dated as of the Closing Date, stating that the conditions set forth in Section 6.1(a)(iii) has been satisfied; (iv) the Company shall cause to be delivered to Buyer a customary solvency certificate, in the form of Exhibit C attached hereto, dated as of the Closing Date, from the chief financial officer of Red Topco confirming the solvency of Red Topco and the Red Store Entities, taken as a whole, as of the Closing Date; (v) Buyer shall deliver to the Company a certificate of Buyer, dated as of the Closing Date, stating that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; (vi) Buyer shall, on behalf of the Company, pay or cause to be paid the Debt Payoff Amount set forth in the Payoff Letter by wire transfer of immediately available funds to the account or accounts designated in the Payoff Letter; (vii) Buyer shall, on behalf of the Company, pay or cause to be paid the portion of the Estimated Closing Transaction Costs (including any prepayments thereof) to the applicable recipients thereof in the amount set forth in the Estimated Closing Statement (which shall reflect the invoices delivered in accordance with Section 5.17), in each case by wire transfer of immediately available funds pursuant to written instructions provided to Buyer by the Company concurrently with the delivery of the Estimated Closing Statement; (viii) each of Buyer and the Stockholders’ Representative shall execute and deliver, and shall cause the Escrow Agent to execute and deliver, the Escrow Agreement; (ix) Buyer shall deliver or cause to be delivered to the Escrow Agent the Adjustment Escrow Amount; (x) Buyer shall deliver or cause to be delivered to the Paying Agent cash in an aggregate amount equal to the Redemption Amount plus the Closing Merger Consideration; (xi) Buyer shall, on behalf of the Company, cause the Paying Agent to pay to each Company Preferred Stockholder the applicable portion of the Redemption Amount, in each case, subject to compliance by such holder with the Redemption Notice and in accordance with the Consideration Allocation Schedule; (xii) Buyer shall, on behalf of the Company, cause the Paying Agent to pay to each Company Common Stockholder whose Letter of Transmittal has been provided to Buyer by the Company at least three Business Days prior to the Closing Date the applicable portion of the Closing Merger Consideration, in each case, subject to compliance with Section 2.7 and in accordance with the Consideration Allocation Schedule; and (xiii) the Company shall, and shall cause Smart & Final Stores LLC to, execute and deliver to Buyer the Shared Services Agreement substantially in the form attached hereto as Exhibit A (the “Services Agreement”). (b) Notwithstanding anything set forth herein to the contrary, to the extent that any Company Entity is required to withhold Taxes on any portion of a payment to be made at the Closing to any current or former employee of a Company Entity or any of their Affiliates, such portion shall be paid to the applicable Company Entity at the Closing, and such Company Entity shall pay the applicable portion to the applicable individual through such Company Entity’s next regular payroll following the later of (i) the original certificates representing all of the Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies Closing Date and (ii) $10,000,000 the date on which such amounts are otherwise due to be paid to the applicable employee (in cash each case, net of any applicable withholding Taxes); (c) Notwithstanding anything set forth herein to provide for deferred revenue the contrary, subject to the actual payment by or on behalf of Buyer of the Business. In additionamounts required to be paid to the Company Stockholders hereunder, at the Closingnone of Buyer, the Sellers Surviving Corporation or any of their respective Affiliates shall deliver have any Liability to any Person for any payment made in accordance with the calculations set forth in the Consideration Allocation Schedule or any other payment made to or for the benefit of the Company Stockholders pursuant to this Section 2.5 or Section 2.8 based on the written instructions of the Company (including with respect to any claim that the Consideration Allocation Schedule or such other written instruction is incomplete or inaccurate). (d) Notwithstanding anything contained herein to the Purchaser contrary, to the extent any Company Stockholder is party to a Co-Invest Promissory Note with respect to which there is an outstanding Co-Invest Promissory Note Balance, all agreementsClosing Merger Consideration (on an after-Tax basis) otherwise payable to such Company Stockholder in accordance with Section 2.4(b) shall be used to make a payment to the Company at such time as such Closing Merger Consideration would otherwise be payable to the applicable Company Stockholder in accordance with Section 2.7 in order to repay the applicable Co-Invest Promissory Note Balance under the applicable Co-Invest Promissory Note, certificates which payment will be reflected in the Consideration Allocation Schedule and other documents necessary effected by the Paying Agent through (A) a reduction of the Closing Merger Consideration (on an after-Tax basis) otherwise payable to satisfy such Company Stockholder by an amount equal to the applicable Co-Invest Promissory Note Balance as of the time of such payment, and (B) (i) a payment of such amount to the Company by the Paying Agent on such Company Stockholder’s behalf in full satisfaction of the applicable Co-Invest Promissory Note Balance simultaneously with the payment to the applicable Company Stockholder of the remaining portion of the Closing Merger Consideration otherwise payable to such Company Stockholder in accordance with Section 2.4(b), and (ii) following such payment, the applicable Co-Invest Promissory Note shall be deemed terminated and of no further force or effect, and no Party shall have any condition referred to in Section 9.2further obligations thereunder.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer shall: (i) deliver to the Cash Component Sellers: (A) the Initial Payment, less (B) the Purchase Price Adjustment Escrow Amount, and less (C) the Indemnity Escrow Amount, by wire transfer of immediately available funds to one or more accounts designated in writing by Sellers to Buyer no later than three (3) Business Days prior to the Closing Date; (ii) deliver to the Sellers’ Representative the Ancillary Documents, duly executed by Xxxxx; (iii) deliver to the holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from any Seller or the Company to such holders of outstanding Indebtedness as set forth on the Closing Statement; (iv) deliver to the designated third parties by wire transfer of immediately available funds that amount of money due and owing from any Seller or the Company to such third parties as Transaction Expenses as set forth on the Closing Statement; and (v) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Sellers in Section 2.04(d); (B) the Indemnity Escrow Amount (such amount, including any interest or accounts designated other amounts earned thereon and less any disbursements therefrom in writing by Pearson to accordance with the Purchaser no later than two Business Days prior to the Closing DateEscrow Agreement, (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC AgreementIndemnity Escrow Fund”) evidencing by wire transfer of immediately available funds to an account designated by the issuance Escrow Agent, to Pearson be held for the purpose of securing the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the obligations of Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.37.02; and (C) the Escrow Agreement, duly executed by Xxxxx. (b) At the Closing, the Sellers each Seller shall deliver, or cause deliver to be delivered, to the Purchaser Buyer: (i) the original certificates representing all an assignment of the Equity Purchased Interests of the Companiesin a form reasonably satisfactory to Buyer, which certificates shall be either duly endorsed for transfer to, or accompanied executed by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and such Seller; (ii) $10,000,000 in cash the Ancillary Documents to provide for deferred revenue which such Seller is a party, duly executed by such Seller; (iii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that such Seller is not a foreign person within the meaning of Section 1445 of the Business. In additionCode, at duly executed by such Seller; and (i) such other documents or instruments as Buyer may reasonably request. (c) At the Closing, the Sellers shall Sellers’ Representative shall: (i) deliver to Buyer and the Purchaser Escrow Agent the Escrow Agreement, duly executed by Sellers’ Representative; (ii) deliver to Buyer all agreementsapprovals, certificates consents and waivers that are listed on Section 3.05 of the Disclosure Schedules, duly executed by the counterparts thereof; (iii) deliver to Buyer resignations of the managers and officers of the Company requested pursuant to Section 5.01; (iv) deliver to Buyer a good standing certificate (or its equivalent) for the Company from the Secretary of State of the State of California and each other jurisdiction in which the Company is required to be registered to do business as a foreign corporation; (v) deliver to Buyer a Second Amendment to Operating Agreement for the Company, duly executed by the parties therto; and (vi) deliver to Buyer such other documents necessary to satisfy any condition referred to in Section 9.2or instruments as Buyer may reasonably request.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser Buyer shall deliver to Pearson, for itself and as agent for the other Company and/or the Sellers, as appropriate: (i) the Cash Component Price portion of the Closing Payment to be paid to the Sellers under the terms hereof by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson the Company or the Shareholder Representative to the Purchaser Buyer no later than two one (1) Business Days Day prior to the Closing Date, ; (ii) stock certificates (if certificated) or proof of book entry if uncertificated, in such denominations and any case, registered in the name of each Seller, evidencing the Closing Shares to be issued to such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and Seller; (iii) any and all documents and instruments (including, if applicable, a limited liability company operating agreement private placement memorandum) necessary to issue the Closing Shares in accordance with Regulation D of Holdco LLC the Securities Act and other provisions of Applicable Law (the “Holdco LLC Agreement”"Transaction PPM"); (iv) stock certificates (if certificated) or proof of book entry if uncertificated, in any case, registered in the name of the Key Managers, evidencing the issuance Retention RSUs; (v) non-competition, non-solicitation and confidentiality agreements with each Seller, substantially on the terms set forth in Exhibit B (the "Non-Competition Agreements"), duly executed by Xxxxx; (vi) an acknowledgement of each Seller Release, duly executed by Xxxxx; and (vii) evidence, in form and substance satisfactory to Pearson of the Holdco Equity Component. In additionCompany and the Shareholder Representative, at that Xxxxx has fully funded, contingent upon the Closing, the Purchaser shall deliver to Escrow Amount, Expense Reserve Amount, Closing Date Indebtedness Amount and the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3Transaction Expenses. (b) At the Closing, the Sellers and/or the Company, as appropriate, shall deliver, or cause deliver to be delivered, to the Purchaser Buyer: (i) the original stock certificates representing all of the Equity Interests of the CompaniesShares, which certificates shall be either duly endorsed for transfer to, in blank (or accompanied by stock powers or other instruments of transfer duly endorsed executed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A blank) and otherwise in proper form acceptable for transfer on the books of the Companies and transfer; (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver a counterpart to the Purchaser all agreementsEscrow Agreement, certificates duly executed by the Shareholder Representative; (iii) a counterpart to each Non-Competition Agreement, duly executed by the appropriate Seller; (iv) releases of each Seller, in the form of Exhibit C (the "Seller Releases"), executed by each Seller and other documents necessary the Company and duly acknowledged by Xxxxx; and (v) a certificate conforming to satisfy any condition referred to in the requirements of Treasury Regulations Section 9.21.1445-2(c)(3).

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Purchasers shall: (i) pay to Seller the Cash Component Price Closing Date Payment by wire transfer of immediately available funds to an account or accounts of Seller designated in writing by Pearson Seller to Purchasers; (ii) pay, on behalf of the Company, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the Purchaser no later than two Business Days accounts and in the amounts specified on the Closing Worksheet; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Worksheet. (iii) deliver to the Escrow Agent an original copy of the Joint Instructions stipulated in section 1.3(a) of the Escrow Agreement, duly executed by an authorized representative of the Purchasers; and (iv) deliver to Seller all agreements, documents, instruments or certificates required to be delivered by Purchasers at or prior to the Closing Date, (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement pursuant to Section 6.03 of Holdco LLC (the “Holdco LLC this Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3. (b) At the Closing, the Sellers Seller shall deliver, or cause to be delivered, to the Purchaser deliver to: (i) Purchaser, a stock certificate evidencing the original certificates representing Shares, free and clear of all of the Equity Interests of the CompaniesLiens, which certificates shall be either duly endorsed for transfer to, in blank or accompanied by stock powers or other instruments of transfer duly endorsed executed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicableblank, with respect to each Company on Attachment A and otherwise in form acceptable for all required stock transfer on the books of the Companies and Tax stamps affixed thereto, if any; (ii) $10,000,000 Purchaser, a certification of Seller’s non-foreign status as set forth in cash to provide for deferred revenue Treasury Regulation Section 1.1445-2(b), signed under penalties of perjury, substantially in the Business. In additionform attached hereto as Exhibit D; (iii) Purchaser, at the Closing, the Sellers shall deliver to the Purchaser all agreements, certificates properly completed and executed Internal Revenue Service Form 8023 and any other forms and documents necessary to satisfy any condition referred make the Section 338(h)(10) Election for the Company; (iv) Escrow Agent, an original copy of the Joint Instructions stipulated in section 1.3(a) of the Escrow Agreement, duly executed by an authorized representative of the Seller Parties; and (v) Purchaser, all other agreements, documents, instruments or certificates required to in be delivered by Seller at or prior to the Closing pursuant to Section 9.26.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer shall: (i) deliver to Sellers or Seller Representative (as applicable): (A) the Cash Component Price Closing Date Payment by wire transfer of immediately available funds to an account one or more accounts designated in writing by Pearson Seller Representative to the Purchaser Buyer no later than two (2) Business Days prior to the Closing Date; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 9.03 of this Agreement. (ii) stock certificates pay, on behalf of the Company or Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds, to the accounts and in such denominations the amounts specified on the Closing Indebtedness Certificate; and (B) all Transaction Expenses, by wire transfer of immediately available funds, to the accounts and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing amounts specified on the Preferred Stock Component and Closing Transaction Expenses Certificate. (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Escrow Agent the Escrow Amount by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Sellers all agreements, certificates set forth in ARTICLE X and other documents necessary to satisfy any condition referred to the obligations of Sellers in Section 9.38.08 (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”). (b) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser (i) the original certificates representing all of the Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver to Buyer: (i) an Assignment of Membership Interests (each, an “Interest Assignment”), transferring the Purchaser Interests of the Seller Party, free and clear of all Encumbrances, duly executed by such Seller; and (ii) fully executed originals of this Agreement and each of the Ancillary Documents to which a Seller Party is a party, and all other agreements, documents, instruments or certificates and other documents necessary required to satisfy any condition referred be executed and/or delivered by such Seller Party at or prior to in the Closing pursuant to Section 9.29.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer shall: (i) deliver to the Seller: (A) the Closing Date Cash Component Price Payment by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson the Seller to the Purchaser Buyer no later than two five Business Days prior to the Closing Date; (B) certificates representing the Parent Shares constituting the Closing Date Stock Consideration or evidence that such Parent Shares have been issued in book entry form from Continental Stock Transfer & Trust Company, the transfer agent of the Parent, in the name of the Seller; and (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 8.03 of this Agreement; (ii) stock certificates pay, on behalf of the Company, the Stockholders or the Seller, as applicable, the following amounts: (A) the Estimated Indebtedness to be paid at Closing, by wire transfer of immediately available funds to the accounts and in such denominations the amounts specified on the Closing Indebtedness Certificate; and registered (B) the Estimated Transaction Expenses, by wire transfer of immediately available funds to the accounts and in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing amounts specified on the Preferred Stock Component and Closing Transaction Expenses Certificate; and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreementsEscrow Agent: (A) the Escrow Amount by wire transfer of immediately available funds to accounts designated by the Escrow Agent, certificates to be held for the purpose of securing the obligations of the Stockholders and other documents necessary to satisfy any condition referred to the Seller in Section 9.37.08 and ARTICLE IX; and (B) the Escrow Agreement. (b) At the Closing, the Sellers Stockholders and the Seller shall deliver, or cause to be delivered, deliver to the Purchaser Buyer: (i) stock certificates evidencing the original certificates representing Shares, free and clear of all of the Equity Interests of the CompaniesEncumbrances, which certificates shall be either duly endorsed for transfer to, in blank or accompanied by stock powers or other instruments of transfer duly endorsed executed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicableblank, with respect to each Company on Attachment A and otherwise in form acceptable for all required stock transfer on the books of the Companies and tax stamps affixed thereto; and (ii) $10,000,000 in cash the Ancillary Documents and all other agreements, documents, instruments or certificates required to provide for deferred revenue of be delivered by the Business. In addition, Stockholders and the Seller at the Closing, the Sellers shall deliver or prior to the Purchaser all agreements, certificates and other documents necessary Closing pursuant to satisfy any condition referred to in Section 9.28.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser following transactions shall be effected: (a) Parent shall deliver (or cause to Pearson, for itself and as agent for the other Sellers, be delivered): (i) to each Seller, in accordance with Section 2.14(e) and subject to Section 2.6(a)(iv), the Cash Component Price aggregate number of Per Share Consideration Shares to be delivered to such Seller at the Closing; (ii) to the Payment Agent, by wire transfer of immediately available funds to the account designated in writing by the Payment Agent at least one (1) Business Day prior to the Closing Date, an amount equal to (A) the Closing Payment, less (B) any amounts owed on account of Dissenting Shares, plus (C) cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.6(h), for further distribution to the Sellers (other than the Dissenting Stockholders) in accordance with Section 2.6(a)(iii); (iii) to the parties designated in the Payoff Letters, by wire transfer of immediately available funds to such bank account or bank accounts designated in the Payoff Letters, the amounts set forth in the Payoff Letters (the “Payoff Amounts”); (iv) to such parties to whom any Company Expenses are payable pursuant to the instruction delivered pursuant to Section 2.9(d), by wire transfer of immediately available funds to such bank account or bank accounts designated pursuant to Section 2.9(d), the applicable amount set forth in the instruction delivered pursuant to Section 2.9(d); (v) to the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), by wire transfer of immediately available funds to the account designated in the Escrow Agreement or otherwise designated in writing by the Escrow Agent at least two (2) Business Days prior to the Closing Date, an amount in cash equal to the Escrow Amount, to be held by the Escrow Agent and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement; (vi) to the Stockholders’ Representative, for deposit in an account established for the benefit of the Stockholders’ Representative (the “Stockholders’ Representative Reserve Account”), by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson to the Purchaser no later than Stockholders’ Representative at least two (2) Business Days prior to the Closing Date, an amount in cash equal to the Stockholders’ Representative Reserve Amount, to be held by the Stockholders’ Representative in a separate account for purposes of satisfying fees, costs and expenses incurred in its capacity as the Stockholders’ Representative and otherwise in accordance with this Agreement (iiprovided that, for Tax purposes, the Stockholders’ Representative Reserve Account shall be treated by the parties as having been received and voluntarily set aside by the Sellers at the time of Closing); (vii) stock certificates to the Stockholders’ Representative, a copy of the Escrow Agreement duly executed by Parent; and (viii) to the Company, a certificate dated as of the Closing Date, duly executed by an executive officer of the Parent and each Merger Sub, certifying that (A) the conditions set forth in Section 9.3(a) and Section 9.3(b) have been satisfied; (B) attached thereto are the resolutions or written consent of the board of directors of Parent, Merger Sub I and Merger Sub II authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby and such denominations resolutions or written consent of the board of directors of Parent, Merger Sub I and registered Merger Sub II have not been amended, modified, revoked or rescinded; (C) attached thereto are the resolutions or written consent of the sole stockholder of Merger Sub I and Merger Sub II authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby and such resolutions of the sole stockholder of Merger Sub I and Merger Sub II have not been amended, modified, revoked or rescinded; (D) the Funding Agreement has not been amended, modified or terminated, nor has Parent waived any material term thereof, in such name(seach case, in a manner that would reduce the resources set forth on Exhibit B attached hereto; and (E) the R&W Insurance Policy has been, or at the Closing will be, issued and bound by the R&W Insurer. (ix) to the applicable Key Individual, employment agreements in the forms attached hereto as Pearson shall request Exhibit F (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC AgreementEmployment Agreements”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3duly executed by Parent or its applicable Affiliate. (b) At the Closing, the Sellers The Company shall deliver, deliver (or cause to be delivered, to the Purchaser ): (i) the original certificates representing all to Parent, duly executed copies of the Equity Interests Payoff Letters; (ii) to Parent, a copy of the CompaniesEscrow Agreement duly executed by the Stockholders’ Representative and the Escrow Agent; (iii) to Parent, which certificates shall a certificate from the State of Delaware as to the good standing of the Company, dated within ten days of the Closing Date; (iv) to Parent, the Allocation Schedule, as it may be either adjusted pursuant to Section 2.9, duly endorsed for transfer toexecuted by an executive officer of the Company; (v) to Parent, the Closing Statement, including the Estimated Adjustment Amount, as it may be adjusted pursuant to pursuant to Section 2.9, duly executed by an officer of the Company; (vi) to Parent, the Employment Agreements duly executed by the Key Individuals; (vii) to Parent, (A) a copy of a resignation letter, in form and substance reasonably satisfactory to Parent, delivered by each Key Individual to any employer of the Key Individual (other than the Company), to be effective no later than the Closing, or accompanied by stock powers duly endorsed in blank in favor of(B) other evidence reasonably satisfactory to Parent that neither of the Key Individuals has any obligation to any college, the Purchaser (university, government agency or the one similar institution to return to work at or more Designated Purchaser Entities)conduct work for any such college, as applicableuniversity, government agency or similar institution, including, for example, a letter from Xxxxxxx Xxxxx Xxxx University stating that such Key Individual will retain his title, will no longer be an employee, will have no ongoing responsibilities to Xxxxxxx Xxxxx Rice University, will have no ongoing role with respect to each Company grants, and will have no obligation under Xxxxxxx Xxxxx Xxxx University’s intellectual property policies; (viii) to Parent, duly executed agreements terminating the Related Party Contracts identified on Attachment A and otherwise in form acceptable for transfer on the books Schedule 2.10(b)(viii); (ix) to Parent, a certificate dated as of the Companies Closing Date, duly executed by an executive officer of the Company, certifying that (A) the conditions set forth in Sections 9.2(a), (b) and (iic) $10,000,000 in cash to provide for deferred revenue and have been satisfied; (B) attached thereto are (1) the resolutions or written consent of the Business. In additionboard of directors of the Company authorizing and approving the execution, at delivery and performance of this Agreement and the Closingconsummation of the Mergers and the other transactions contemplated hereby and (2) the Stockholder Written Consent; and (C) such resolutions or written consent of the board of directors of the Company and the Stockholder Written Consent have not been amended, modified, revoked or rescinded; (x) to Parent, (A) a duly executed statement, dated as of the Sellers shall deliver Closing Date and executed by the Company, certifying that the Shares do not constitute “United States real property interests” under Section 897(c)(1) of the Code, and (B) a “FIRPTA Notification Letter,” dated as of the Closing Date and duly executed by the Company, in each case, in substantially the form attached hereto as Exhibit G; and (xi) to Parent, three flash drives, each containing a copy of the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2entire contents of the Data Room as of the Closing Date.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser Buyer shall deliver to Pearson, for itself and as agent for the other Pecos Entities and/or the Sellers, as appropriate: (i) the Cash Component Price portion of the Closing Payment to be paid to the Sellers under the terms hereof by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson the Pecos Entities or the Sellers Representative to the Purchaser Buyer no later than two one (1) Business Days Day prior to the Closing Date, ; (ii) stock certificates (in such denominations non-competition, non-solicitation and registered in such name(s) as Pearson shall request confidentiality agreements with Xxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx Xxxxxx (the “Preferred Stock CertificatesRestricted Parties”) in the form of Exhibit B (the “Non-Competition Agreements”)) representing the Preferred Stock Component and , duly executed by Buyer; (iii) a limited liability company operating agreement the Restricted Unit Grant Agreement to Xxxxxxx, duly executed by Buyer; (iv) the NGL Restricted Units issued to Xxxxxxx; (v) the Stay Bonus Amount to be paid to Pecos on behalf of Holdco LLC Xxxxxxx to an account or accounts designated in writing by the Pecos Entities or the Sellers Representative to Buyer no later than one (1) Business Day prior to the Closing Date; (vi) an acknowledgement of releases of each of Xxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxxx, in the form of Exhibit C (the “Holdco LLC Releases”), duly executed by Buyer; (vii) a counterpart to the Escrow Agreement”, duly executed by Buyer; (viii) evidencing the issuance to Pearson Call Agreement, duly executed by Buyer; (ix) the Crude Petroleum Services Agreement, duly executed by Black Hawk (but, following Closing, controlled by Buyer) (x) the Cost Over-Run Protection Agreement and Right of First Refusal, duly executed by Buyer; (xi) the Alon Credit Enhancement Facility, duly executed by Buyer; (xii) a certificate, dated as of the Holdco Equity Component. In additionClosing Date, at duly executed by Buyer, to the effect that each of the conditions set forth in Section 6.3 have been satisfied; (xiii) a certificate, dated as of the Closing Date and executed by the Secretary of Buyer, certifying as to the organizational documents of Buyer, in reasonably customary form and substance; and (xiv) evidence, in form and substance satisfactory to the Pecos Entities and the Sellers Representative (including, for this purpose, an executed receipt therefor), that Buyer has fully funded, contingent upon the Closing, the Purchaser shall deliver to Escrow Amount and the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3Expense Reserve Amount. (b) At the Closing, Sellers and/or the Pecos Entities, as appropriate, shall deliver to Buyer: (i) [Intentionally Left Blank] (ii) instruments of transfer duly executed in blank, relating to all of the Equity, in reasonably customary form and substance; (iii) a counterpart to the Escrow Agreement, duly executed by the Sellers shall deliverRepresentative; (iv) a counterpart to each of the Non-Competition Agreements, duly executed by the Restricted Parties; (v) a counterpart to the Call Agreement, duly executed by the Sellers (or cause a subset thereof) or the Seller Designee(s), as appropriate; (vi) a counterpart to be deliveredthe Restricted Unit Grant Agreement, duly executed by Xxxxxxx; (vii) the Crude Petroleum Services Agreement, duly executed by Toro; (viii) a counterpart to the Cost Over-Run Protection Agreement and Right of First Refusal, duly executed by Toro; (ix) a counterpart to the Alon Credit Enhancement Facility, duly executed by the credit enhancers referenced therein; (x) payoff letters with respect to all Indebtedness and termination statements, releases and other appropriate evidence (to the effect that no Liens exist against any of the Pecos Entities’ assets other than Permitted Encumbrances) in each case, to the Purchaser extent requested by Buyer at least five (i5) Business Days prior to Closing; (xi) the original certificates representing all of Releases, executed by the Equity Interests of appropriate individual and the Companies, which certificates Pecos Entities; (xii) the Pecos Entities shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicablehave delivered to Buyer, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books any Seller that is married as of the Companies date hereof, or will be married (or remarried) between the date hereof and the Closing Date, an executed Spousal Consent; provided, however, no Spousal Consent shall be required hereunder if not required by Applicable Law to transfer all right, title and interest to the applicable Seller’s Equity, in each case free and clear of any and all Liens other than restrictions on transfer arising under state and federal securities laws; (iixiii) $10,000,000 in cash with respect to provide for deferred revenue each Seller, a certificate conforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2); (xiv) the resignations of each of the Business. In additionofficers, managers, and controlpersons of the Pecos Entities, as directed by Buyer at least one (1) Business Day prior to the ClosingClosing Date; (xv) waivers, in reasonably customary form, by the Sellers shall deliver and each of the Pecos Entities of all rights of first refusal and purchase options and consents to the Purchaser all agreementstransfer of the Equity to be transferred under this Agreement; (xvi) a certificate, certificates dated as of the Closing Date, duly executed by the Sellers Representative, on behalf of each Seller, and other documents necessary each of the Pecos Entities, to satisfy any condition referred to the effect that each of the conditions set forth in Section 9.26.2 have been satisfied; (xvii) a certificate, dated as of the Closing Date and executed by the Secretary of each of the Pecos Entities, certifying as to the organizational documents of each of the Pecos Entities, in reasonably customary form and substance; and (xviii) certificates of existence and good standing of each of the Pecos Entities from the state of organization of each of the Pecos Entities, each dated within five (5) days of the Closing Date.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer shall: (i) deliver to Seller (for the Cash Component Price benefit of Seller and ExchangeCo): (A) the Closing Date Payment by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson Seller to the Purchaser Buyer no later than two three Business Days prior to the Closing Date; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. Purchase Agreement 16 Project Acorn (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson pay, on behalf of the Holdco Equity Component. In additionCompany Group, Seller or ExchangeCo, the following amounts: (A) Indebtedness of any Company Group member to be paid at the Closing, the Purchaser shall deliver by wire transfer of immediately available funds to the Sellers all agreementsaccounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, certificates by wire transfer of immediately available funds to the accounts and other documents necessary to satisfy any condition referred to in Section 9.3the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Seller and ExchangeCo shall deliver to Buyer: (A) an assignment of the Sellers shall deliverMembership Interests to Buyer (or a Subsidiary of Buyer designated by Buyer) in form and substance satisfactory to Buyer, or cause to be deliveredduly executed by Seller, to the Purchaser and (iB) the original certificates representing the Shares, free and clear of all Encumbrances (other than Encumbrances pursuant to securities Laws of the Equity Interests of the Companiesgeneral application), which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank by ExchangeCo or accompanied by instruments of transfer duly endorsed in favor ofblank by ExchangeCo, with all required transfer tax stamps (if any) affixed thereto (collectively, the Purchaser (or the one or more Designated Purchaser Entities“Assignments”), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and ; and (ii) $10,000,000 in cash the Ancillary Documents and all other agreements, documents, instruments or certificates required to provide for deferred revenue of the Business. In addition, be delivered by Seller or ExchangeCo at the Closing, the Sellers shall deliver or prior to the Purchaser all agreements, certificates and other documents necessary Closing pursuant to satisfy any condition referred to in Section 9.27.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser Parent and/or Sub shall deliver to Pearson, for itself and as agent for the other Sellers, each Equityholder: (i) (A) the Cash Component Price Closing Payment for such Equityholder as set forth on the Consideration Spreadsheet next to such Equityholder’s name, payable by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson such Equityholder to the Purchaser Parent no later than two (2) Business Days prior to the Closing Date; (B) a Note in the principal amount set forth on the Consideration Spreadsheet next to such Equityholder’s name; and (C) except for the Cash-out Equityholders, that number of Consideration Shares as set forth on the Consideration Spreadsheet next to such Equityholder’s name; (ii) stock the Transaction Documents and all other agreements, documents, instruments or certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance required to Pearson of the Holdco Equity Component. In addition, be delivered by Parent and/or Sub at the Closing, the Purchaser shall deliver or prior to the Sellers all agreements, certificates and other documents necessary Closing pursuant to satisfy any condition referred to in Section 9.38.03 of this Agreement. (b) At the Closing, Parent shall deliver payment to third parties, by wire transfer of immediately available funds, that amount of money as is due and owing from the Sellers Company or any of its Subsidiaries (as applicable) to such third parties as Transaction Expenses as set forth on the Estimated Closing Statement. (c) At the Closing, the Company and each Equityholder shall deliver, or cause deliver to be delivered, to the Purchaser Parent: (i) certificate(s) evidencing the original certificates representing Company Interests held by such Equityholder, free and clear of all of the Equity Interests of the CompaniesEncumbrances, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank or accompanied by membership interest powers or other instruments of transfer duly executed in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicableblank, with respect to each Company on Attachment A and otherwise in form acceptable for all required membership interest transfer on the books of the Companies and tax stamps affixed thereto; and (ii) $10,000,000 in cash the Transaction Documents and all other agreements, documents, instruments or certificates required to provide for deferred revenue of be delivered by the Business. In addition, Equityholders at the Closing, the Sellers shall deliver or prior to the Purchaser all agreements, certificates and other documents necessary Closing pursuant to satisfy any condition referred to in Section 9.28.02 of this Agreement.

Transactions to be Effected at the Closing. ​ (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer shall: ​ (i) the Cash Component Price by wire transfer of Deliver to Seller: (A) immediately available funds to an Seller in the aggregate amount of Four Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.25) by wire transfer to the bank account or accounts designated in writing by Pearson Seller at least one (1) Business Day prior to the Purchaser Closing; ​ (B) the Ancillary Documents, each duly executed by Buyer to the extent Buyer is a party thereto; and (C) Evidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; ​ (ii) Deliver to Xxxxxxxx Xxxxxx, an employee of the Company, immediately available funds to Xxxxxxxx Xxxxxx in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by Xxxxxxxx Xxxxxx or Seller at least one (1) Business Day prior to the Closing; ​ ​ ​ (iii) Deliver to the Escrow Agent the Escrow Agreement; ​ (iv) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than two (2) Business Days prior to after the Closing Date; and ​ (v) Deposit $233,199.75 of cash (such amount, (iithe “PPP Loan Escrow Amount”) stock certificates (in such denominations and registered in such name(s) as Pearson shall request into an escrow account (the “Preferred Stock CertificatesPPP Loan Escrow Account”)) representing the Preferred Stock Component , which shall be established pursuant to that certain Consent and (iii) a limited liability company operating agreement of Holdco LLC Escrow Agreement (the “Holdco LLC PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”), substantially in the form of Exhibit C attached hereto, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) evidencing will be the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary exclusive source to satisfy any condition referred amounts owed by Buyer to in Seller pursuant to Section 9.3.5.07; ​ (b) At the Closing, Seller shall: ​ (i) Deliver to Buyer: ​ (A) an assignment of the Sellers Membership Interests to Buyer in form and substance satisfactory to Buyer (the “Assignment Agreement”), duly executed by Seller; ​ (B) written resignation, effective as of the Closing Date, of Seller in his capacities as officer and manager of the Company; (C) the Ancillary Documents, each duly executed by Seller; ​ (D) a release by Xxxxxxxx Xxxxxx of Seller, the Company and Buyer in form and substance satisfactory to Buyer; and ​ (ii) Deliver the Escrow Agreement to the Escrow Agent. ​ (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall deliver, or cause to be delivered, to the Purchaser : ​ (i) to Seller, a stock certificate in the original certificates name of Seller representing all in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Price; ​ ​ ​ ​ (ii) to Xxxxxxxx Xxxxxx, a stock certificate in the name of Xxxxxxxx Xxxxxx representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal to the Issuance Price; and (iii) to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, the “Escrow Holdback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Equity Interests of the CompaniesClosing Date, which certificates shall be either duly endorsed for transfer toany remaining Escrow Holdback amount (including any dividends or distributions, including any interest or accompanied by stock powers duly endorsed in blank in favor ofincome earned thereon, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, paid with respect to each Company on Attachment A the Buyer Shares and otherwise in form acceptable for transfer on any interest or other income from stock splits relating to the books Buyer Shares or as a result of a recapitalization or reorganization) shall be released to Seller pursuant to the terms of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the BusinessEscrow Agreement. In addition, at the Closing, the Sellers shall deliver to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2.​

Transactions to be Effected at the Closing. At the Closing: (a) At Seller shall deliver to Purchaser the Closingfollowing: (i) an executed counterpart of the Trademark License Agreement, in substantially the form of Exhibit B attached hereto (the “Trademark License Agreement”); (ii) one or more acts of sale in substantially the form of Exhibit C attached hereto (the “Acts of Sale”) conveying to Purchaser all of right, title and interest in and to the Xxxxxxx Facility; (iii) one or more executed bills of sale in substantially the form of Exhibit D attached hereto (the “Bills of Sale”) executed by Seller and each Seller Transferor conveying to Purchaser all right, title and interest in and to the Acquired Assets owned by such party; (iv) one or more executed counterparts of assignment and assumption agreements in substantially the form of Exhibit E attached hereto (the “Assignment and Assumption Agreements”); (v) an executed counterpart of the Supply Agreement - Melamine in substantially the form of Exhibit F attached hereto (the “Supply Agreement - Melamine”); (vi) an executed counterpart of the Supply Agreement - Acrylonitrile in substantially the form of Exhibit G attached hereto (the “Supply Agreement - Acrylonitrile”); (vii) a certificate, dated the Closing Date, executed by an officer of Seller, certifying, on behalf of Seller and not in his or her individual capacity, as to the satisfaction by Seller of the conditions set forth in Section 7.02(a), (b) and (f); (viii) a certificate, dated the Closing Date, executed by the Secretary or an Assistant Secretary of Seller, certifying, on behalf of Seller and not in his or her individual capacity, as to (A) the certificate of incorporation and bylaws of Seller, (B) the resolutions adopted by Seller’s Board of Directors relating to the Acquisition and (C) the incumbency and signatures of the signatories to this Agreement and the other Transaction Documents to which Seller is a party; (ix) an executed counterpart of the Transition Services Agreement substantially in the form of Exhibit H attached hereto (the “Transition Services Agreement”); (x) an executed counterparts of the Distribution Agreement, substantially in the form of Exhibit I attached hereto (the “Distribution Agreement”); (xi) payoff and release letters from the holders of the Indebtedness set forth on Schedule 3.02(a)(xi) that (i) reflect the amounts required in order to pay in full such Indebtedness and (ii) provide that, upon payment in full of the amounts indicated, all Liens with respect to the Acquired Assets shall be terminated and of no further force and effect, together with UCC-3 termination statements with respect to the financing statements filed against the Acquired Assets by the holders of such Liens, in each case in form and substance reasonably satisfactory to Purchaser; and (xii) a certificate in form and substance reasonably satisfactory to Purchaser, duly executed and acknowledged, certifying all facts necessary to exempt the transactions contemplated hereby from withholding pursuant to the provisions of the Foreign Investment in Real Property Tax Act. (b) Purchaser shall deliver to Pearson, for itself and as agent for Seller the other Sellers, following: (i) the Cash Component Price Estimated Closing Payment by wire transfer of immediately available funds to an account or accounts designated in writing specified by Pearson Seller; (ii) the Note; (iii) an executed counterpart of the Trademark License Agreement; (iv) an executed counterpart of the Act of Sale; (v) executed counterparts of the Assignment and Assumption Agreements; (vi) an executed counterpart of the Supply Agreement - Melamine; (vii) an executed counterpart of the Supply Agreement - Acrylonitrile; (viii) a copy of a valid resale certificate issued by the State of Louisiana to Purchaser for the Purchaser no later than two Business Days prior to purposes of claiming an exemption of sales tax otherwise imposed upon the sale of inventory located at the Xxxxxxx Facility upon Closing; (ix) a certificate, dated the Closing Date, (iiexecuted by an officer of Purchaser, certifying, on behalf of Purchaser and not in his or her individual capacity, as to the satisfaction by Purchaser of the conditions set forth in Section 7.03(a) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iiib); (x) a limited liability company operating agreement certificate, dated the Closing Date, executed by the Secretary or an Assistant Secretary of Holdco LLC Purchaser, certifying, on behalf of Purchaser and not in his or her individual capacity, as to (A) the “Holdco LLC Agreement”certificate of incorporation and bylaws of Purchaser, (B) evidencing the issuance resolutions adopted by Purchaser’s Board of Directors relating to Pearson the Acquisition and (C) the incumbency and signatures of the Holdco Equity Component. In addition, at signatories to this Agreement and the Closing, the other Transaction Documents to which Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3.is a party; (bxi) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser (i) the original certificates representing all an executed counterpart of the Equity Interests Transition Services Agreement; and (xii) executed counterparts of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2Distribution Agreement.

Transactions to be Effected at the Closing. At the Closing: (a) At the Principal Seller shall deliver to Purchaser: (i) a certificate representing all Principal Shares held by the Principal Seller, duly endorsed in blank or accompanied by a stock power duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed; (ii) each Minority Stock Purchase Agreement, duly executed by each Minority Stockholder; (iii) duly signed resignations, effective immediately after the Closing, of all directors and officers of the Company; (iv) a certificate of the Principal Seller, in form and substance satisfactory to Purchaser, certifying that the Acquisition is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act; (v) a certificate, signed by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder of the company and chooses to make the Section 338(h)(10) election on IRS Form 8023; and (vi) 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 Pearson, for itself and as agent for the other Sellers, Principal Seller: (i) the Cash Component Price payment, by wire transfer of immediately available funds to an a bank account or accounts designated in writing by Pearson the Principal Seller (such designation having been made at least two business days prior to the Closing Date), immediately available funds in an amount equal to (A) the difference between (I) the Cash Consideration and (II) the Escrowed Cash Consideration, plus (B) [REDACTED], such number being the product of (I) the Principal Seller’s pro rata ownership of the outstanding shares of the Company immediately prior to Closing and (II) an estimate as of the close of business on the Closing Date, prepared by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser no later than at least two Business Days business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”); and (ii) stock certificates a certificate representing shares of Purchaser Common Stock (in such denominations and registered in such name(sthe name of the Principal Seller) as Pearson shall request (in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Preferred Stock CertificatesClosing Date Amount”). (c) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3. (b) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the original certificates representing all of Escrow Agent (such designation to be made at least two business days prior to the Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser EntitiesClosing date), as applicable, with respect immediately available cash funds in an amount equal to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies Escrowed Cash Consideration and (ii) $10,000,000 a certificate representing shares of Purchaser Common Stock registered in cash to provide for deferred revenue the name of the Business. In addition, at the Closing, the Sellers shall deliver Principal Seller and issued in an amount equal to the Escrowed Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2Stock Consideration.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser following transactions shall be effected: (a) Buyer shall deliver (or cause to Pearson, for itself and as agent for the other Sellers, be delivered): (i) to the Cash Component Price Sellers, by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson to the Purchaser no later than Sellers at least two (2) Business Days prior to the Closing Date, an amount equal to the Estimated Purchase Price; (ii) stock certificates (to such parties to whom any Unpaid Business Transaction Expenses are payable pursuant to the instruction delivered pursuant to Section 2.2(b), by wire transfer of immediately available funds to such bank account or bank accounts designated pursuant to Section 2.2(b), the applicable amount set forth in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”instruction delivered pursuant to Section 2.2(b)) representing the Preferred Stock Component and ; (iii) a limited liability company operating agreement of Holdco LLC (to the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the ClosingSellers, the Purchaser shall deliver certificate contemplated by Section 8.3; and (iv) to the Sellers all agreements, certificates and other documents necessary a duly executed counterpart to satisfy each of the Ancillary Agreements to which Buyer or any condition referred to in Section 9.3of its Affiliates is a party. (b) At the Closing, the Sellers shall deliver, deliver (or cause to be delivered): (i) to Buyer, appropriate instruments of transfer, including the Piedras Transfer Agreement, and subject to the proviso in Section 2.1(c), evidencing the transfer of the Transferred Interests to Buyer; (ii) to Buyer, certificates representing the issued and outstanding shares of capital stock of any of the Business Subsidiaries (to the extent such shares are certificated); (iii) to Buyer, the certificates contemplated by Section 7.3; (iv) to Buyer, the certificates and documents contemplated by Section 6.15(b)(i) and (h); and (v) to Buyer a duly executed counterpart to each of the Ancillary Agreements to which the Sellers or any of their Affiliates is a party; (c) LSCC shall assign the Business JV Commercial Agreements relating to the Two Xxxxxx XX to Buyer, to the Purchaser extent assignment is permitted under the terms thereof or consent to assignment has been obtained; (id) the original certificates representing all of the Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), so long as applicable, a JV Closing Deferral Event has not occurred with respect to each Company on Attachment A the Allied Interests and otherwise in form acceptable for transfer on the books of Allied ROFR has not been exercised, Lehigh shall assign the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver Business JV Commercial Agreements relating to the Purchaser all agreementsAllied JV to Buyer, certificates and other documents necessary to satisfy any condition referred the extent assignment is permitted under the terms thereof or consent to in Section 9.2assignment has been obtained.

Transactions to be Effected at the Closing. Simultaneously with the execution on delivery of this Agreement (athe “Closing”): (i) At the Closing, the Purchaser The Seller shall deliver to Pearsonthe Buyer: A) the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for itself and as agent Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other Sellersparties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (ithe “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the Cash Component resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closing. (ii) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to an account or accounts the bank account(s) heretofore designated in writing by Pearson to the Purchaser no later than two Business Days prior to the Closing Date, (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3.Seller; (b) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser (iB) the original certificates representing all of Waiver duly executed by the Equity Interests of Buyer; C) the CompaniesSecond A&R Partnership Agreement duly executed by the Buyer, which certificates shall be either and D) the Registration Rights Agreement duly endorsed for transfer to, or accompanied executed by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2Buyer.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser Buyer shall deliver to Pearson, for itself and the Sellers the Purchase Price as agent for the other Sellers, follows: (i) $2,500,000 in cash (net of the Cash Component Price Advance), with (A) [$1.2 million] being paid to the Preferred Holders in the amounts set forth opposite each such Holder’s name on Schedule A and (B) [$1.3 million] being paid to the Sellers, after the deduction of certain fees and expenses, in the amounts set forth opposite each such Seller’s name on Schedule B, in each case by wire transfer of immediately available funds to an account or the respective accounts designated in writing by Pearson thereby to Buyer; (ii) $1,500,000 in unregistered shares of Common Stock to the Purchaser no later than two Business Days Sellers, or an aggregate of ___ such shares (the “Share Consideration”) calculated based on a price per share equal to 90% of the volume weighted-average closing price per share of Common Stock as quoted on the NASDAQ for the 30 trading days prior to the date of delivery of such shares (“the Share Issuance Formula”) as of the date immediately preceding the Closing Date, as further set forth in Schedule C; (iii) An aggregate of $1,000,000 in senior secured promissory notes delivered to the Sellers (the “Seller Notes”), as further set forth in Schedule D, which Seller Notes shall be on substantially the terms and conditions as set forth on Exhibit B to this Agreement; (iv) $1,200,000 in cash (the “AR Payments”), which amount shall be due and payable from time to time on and after the Closing Date pursuant to the terms of Section 2.1 below, which AR Payments may be adjusted pursuant to Section 2.2 of this Agreement; (v) the Security Agreement and the Pledge Agreement, in each case duly executed by an authorized executive officer of Buyer; (vi) an opinion of Xxxxx X. Xxxxx, Esq., outside corporate counsel of Buyer, substantially in the form of the legal opinion set forth on Schedule E; and (vii) all other documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing Date, (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC pursuant to this Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3. (b) At the Closing, Sellers and/or the Sellers Company shall deliver, or cause deliver to be delivered, to the Purchaser Buyer: (i) the original certificates representing all of for the Equity Interests of the Companies, which certificates shall be either Purchased Shares duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and blank; (ii) $10,000,000 all other documents and instruments reasonably necessary to vest in cash Buyer all of Sellers’ right, title and interest in and to provide for deferred revenue the Purchased Shares; (iii) a statement representing the calculation of Net Working Capital, with supporting documentation, prepared as of the Business. In additionmost practicable date prior to Closing; (iv) a certificate of good standing for the Company from the State of Delaware, at dated a reasonable date prior to the Closing Date; (v) duly signed resignations, effective immediately upon the Closing, of all directors of their position as a director of the Company; provided that no such resignation by any individual shall be a resignation from employment with the Company if such individual is so employed; and (vi) all other documents, instruments or certificates required to be delivered by the Company or Sellers shall deliver at or prior to the Purchaser all agreements, certificates and other documents necessary Closing pursuant to satisfy any condition referred to in Section 9.2this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to PearsonSeller, for and Seller shall accept on behalf of itself and as agent for (or the other Sellers, Designated Seller Subsidiary): (i) the Cash Component Price payment by wire transfer of immediately available funds to an a bank account or accounts designated in writing by Pearson to the Purchaser no later than Seller at least two Business Days prior to the Closing Date, in an amount equal to the cash portion of the Initial Closing Date Amount (such cash portion being equal to the Initial Closing Date Amount minus $60,000,000); (ii) stock certificates the executed Promissory Note; (iii) the certificate required to be delivered pursuant to Section 6.03(c); (iv) the Transition Services Agreement, substantially in such denominations and registered in such name(s) the form attached hereto as Pearson shall request Exhibit A (the “Preferred Stock CertificatesTransition Services Agreement”), duly executed by Purchaser; (v) representing the Preferred Stock Component and Brand Licensing Agreement, duly executed by Xxxxxxxxx; and (iiivi) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Net Economic Benefit Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3duly executed by Purchaser. (b) At the Closing, the Sellers Seller shall deliver, deliver (or cause the Designated Seller Subsidiary to deliver) to Purchaser: (i) certificates representing all certificated Transferred Equity Interests and customary instruments of transfer and assignment of the Transferred Equity Interests, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller or the Designated Seller Subsidiary, as applicable; (ii) the certificate required to be delivereddelivered pursuant to Section 6.02(c); (iii) the Transition Services Agreement, duly executed by Seller; (iv) the Brand Licensing Agreement, substantially in the form attached hereto as Exhibit B (the “Brand Licensing Agreement”), duly executed by Seller; (v) the Net Economic Benefit Agreement, duly executed by Xxxxxx; (vi) the certificates required to be delivered pursuant to Section 5.07(f); (vii) evidence reasonably acceptable to Purchaser (including a customary letter of acknowledgement of partial release from the administrative agent and collateral agent under the Credit Agreement (the “Release Letter”)) of the release, discharge and termination effective as of the Closing (such evidence shall include, to the extent applicable, UCC-3 terminations, Intellectual Property security agreement terminations, account control agreement terminations and mortgage releases, drafts of which, in each case, Seller shall provide to Purchaser at least five (5) Business Days prior to Closing), of (i) any Liens (other than Permitted Liens) on the original certificates representing all of the Transferred Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor ofInterests, the Purchaser (Group Companies or any of their respective assets securing the one obligations of Seller or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on any of its Subsidiaries under the books of the Companies Credit Agreement and (ii) $10,000,000 in cash to provide any guarantees of indebtedness for deferred revenue borrowed money provided by any of the Business. In additionGroup Companies in respect of the obligations of Seller or any of its Subsidiaries under the Credit Agreement; (viii) evidence that the Affiliate Contracts set forth on Section 3.11(a)(xi) of the Seller Disclosure Letter, at if any, have been terminated (without cost or penalty to Purchaser) on or before the Closing, Closing and that neither the Sellers Group Companies nor Purchaser shall deliver have any further liability thereunder as of or after the Closing Date; (ix) evidence of the filing with the Office of Incentives for Businesses in Puerto Rico of a request seeking approval for the change of control of EBI PR under the Puerto Rico Tax Decree in connection with the transactions contemplated by this Agreement; and (x) duly executed copies of each of the other Transaction Agreements to the Purchaser all agreements, certificates and other documents necessary to satisfy which any condition referred to in Section 9.2Business Group Member or any of their respective Affiliates is a party.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser Buyer shall deliver to Pearson, for itself and as agent for the other Sellers, Seller: (i) $30,937,500 of the Closing Payment, less an amount equal to Seller’s share of the Shared Costs (to the extent such Shared Costs are paid by Buyer on Seller’s behalf at or before Closing) and any other applicable amounts payable by, or charged to, Seller at Closing and less the amount by which the actual amount of PRE’s Cash Component Price as of the Effective Time is less than the Target Cash Amount, by wire transfer of immediately available funds to an a bank account or accounts of Seller designated in writing by Pearson Seller to the Purchaser Buyer no later than two (2) Business Days prior to the Closing Date, ; (ii) stock certificates (the Note in such denominations the principal amount of the balance of the Closing Payment, the Credit Agreement, the Security Agreement and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and Mortgage, each duly executed by PRE; (iii) a limited liability company operating agreement of Holdco LLC the Pledge Agreement, duly executed by PRE Holdings and PRE; (iv) the “Holdco LLC LOC Indemnity Agreement”, duly executed by Buyer and PRE; and (v) evidencing the issuance all other agreements, documents, instruments or certificates required to Pearson of the Holdco Equity Component. In addition, be delivered by Buyer at the Closing, the Purchaser shall deliver or prior to the Sellers all agreements, certificates and other documents necessary Closing pursuant to satisfy any condition referred to in Section 9.36.3. (b) At the Closing, the Sellers Seller shall deliver, or cause deliver to be delivered, to the Purchaser Buyer: (i) an assignment instrument in form and substance reasonably acceptable to Buyer for the original certificates representing all sale, assignment and transfer of the Equity Interests of LRE Membership Interest to Buyer (the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities“Membership Interest Assignment”), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and ; (ii) $10,000,000 in cash the Credit Agreement, the Security Agreement, the Pledge Agreement and the LOC Indemnity Agreement, each duly executed by Parent; (iii) a certificate pursuant to provide for deferred revenue Section 1445(b)(2) of the Business. In additionCode, providing that Seller is classified for U.S. federal income Tax purposes as a disregarded entity, and that the sole owner of Seller is not a foreign person, substantially in the form provided in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) (the “FIRPTA Certificate”); provided that in the event that Seller fails to cause such FIRPTA Certificate to be delivered pursuant to this clause (iii) Buyer may make an appropriate withholding to the extent required by Section 1445 of the Code; (iv) a certificate, in form and substance reasonably satisfactory to Buyer, executed by an authorized officer or manager of Seller certifying as of the Closing Date (A) a true and correct copy of the certificate of formation of Seller, as amended; (B) a true and correct copy of the limited liability company action of Seller and each Acquired Company authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby; (C) the authority and incumbency of the Representatives of Seller executing this Agreement; (D) true and correct copies of Seller’s and each Acquired Company’s Organizational Documents and (E) a good standing certificate for Seller and each Acquired Company issued by the jurisdiction of its formation, respectively, in each case dated no earlier than ten (10) Business Days prior to the Closing Date; (v) appropriate termination statements under the Uniform Commercial Code, and such other documents and instruments (including consents and waivers) as may be reasonably requested by Buyer, evidencing the repayment and otherwise complete satisfaction of all Indebtedness; (vi) Books and Records (at Closing or as soon as reasonably practical thereafter) regardless of whether held at the ClosingFacilities or held by Seller or an Affiliate of the Acquired Companies; (vii) An original of a general release from Seller and Parent, in the Sellers shall deliver form attached hereto as Exhibit J, duly executed by Seller and Parent; and (viii) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Purchaser all agreements, certificates and other documents necessary Closing pursuant to satisfy any condition referred to in Section 9.26.2.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer shall: (i) deliver the Cash Component Price Payment to the Sellers, by wire transfer of immediately available funds to an account or the accounts designated by each Seller in writing by Pearson to the Purchaser no later than two Business Days prior to the Closing Date, writing; (ii) stock certificates deliver or cause to be delivered to the Sellers each of the following: (A) The Escrow Agreement, duly executed by the Buyer; (B) The Non-Competition and Non-Solicitation Agreements, each duly executed by the Buyer; and (C) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer 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 such denominations full force and registered effect and are all the resolutions adopted in such name(s) as Pearson shall request (connection with the “Preferred Stock Certificates”)) representing the Preferred Stock Component transactions contemplated hereby and thereby. (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson pay, on behalf of the Holdco Equity Component. In additionCompany or Sellers, the following amounts: (A) the Estimated Indebtedness Amount of the Company to be paid at the Closing, by wire transfer of immediately available funds to the Purchaser shall accounts and in the amounts specified on the Estimated Closing Statement; and (B) the Estimated Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Estimated Closing Statement. (iv) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the obligations of Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.32.05(c), and for the avoidance of doubt, as set forth in the Escrow Agreement, the balance of the Purchase Price Adjustment Escrow Fund after payments, if any, pursuant to Section 2.05(c)(ii)(B) shall be released to Sellers within ten (10) Business Days of the determination and payment of the Net Adjustment Amount; (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VII and the obligations of Seller in Section 2.05(c) and Section 6.08; and (C) the Escrow Agreement, duly executed by Buyer. (b) At the Closing, the Sellers shall deliver, or cause deliver to be delivered, to the Purchaser Buyer: (i) stock certificates evidencing the original certificates representing Shares, free and clear of all of the Equity Interests of the CompaniesEncumbrances, which certificates shall be either duly endorsed for transfer to, in blank or accompanied by stock powers or other instruments of transfer duly endorsed executed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicableblank, with respect to each Company on Attachment A and otherwise in form acceptable for all required stock transfer on the books of the Companies and tax stamps affixed thereto; and (ii) $10,000,000 in cash The Escrow Agreement, duly executed by the Sellers and the Escrow Agent; (iii) The Non-Competition and Non-Solicitation Agreements, each duly executed by the applicable Seller and/or Key Personnel; (iv) Fully executed payoff letters and all related lien releases from the holders of all the Estimated Indebtedness Amounts and Estimated Transaction Expenses (which Sellers delivered prior to provide for deferred revenue the Closing Date pursuant to Section 2.05 and as set forth on Section 2.04(b)(iv) of the Business. In additionDisclosure Schedule); (v) Evidence, at the Closing, the Sellers shall deliver satisfactory to the Purchaser Buyer, that each of the Key Personnel has agreed to remain employed by the Company after the Closing on terms acceptable to the Buyer in its sole discretion, and such Key Personnel’s execution and delivery of the Non-Competition and Non-Solicitation Agreements, in the form prescribed by Buyer; (vi) All approvals, consents and waivers that are listed on Section 4.04 of the Disclosure Schedules; (vii) Resignations of the directors and officers of the Company; (viii) Good standing certificate (or its equivalent) for the Company from the Secretary of State or similar Governmental Authority of Michigan and each jurisdiction in which the Company is qualified to do business; (ix) a duly executed certificate compliant with Treasury Regulation 1.1445-2(b)(2) and the regulations thereunder establishing from each Seller that such Seller is not a foreign Person within the meaning of Section 1445 of the Code; and (x) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Company certifying that attached thereto are true and complete copies of all agreementsresolutions adopted by the board of directors of Seller authorizing the execution, certificates delivery and other documents necessary to satisfy any condition referred to 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 Section 9.2full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

Transactions to be Effected at the Closing. At the Closing: (a) At Seller shall deliver or cause to be delivered to Purchaser (i) duly executed deeds (in recordable form) for each Owned Property (as defined in Section 3.07(a)), lease assignments (in recordable form) for each Leased Property (as defined in Section 3.07(b)), bills of sale, assignments and other instruments of transfer relating to the ClosingTransferred Assets, (ii) a duly executed counterpart of the Transitional Services Agreement (as defined in Section 13.05(b)), (iii) a duly executed copy of the Fiber Supply Agreement (as defined in Section 13.05(b)), (iv) a duly executed copy of the Environmental Escrow Agreement (as defined in Section 13.05(b)) and (v) all such other certificates and documents required to be delivered to Purchaser at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (as defined in Section 13.05(b)); (b) Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Seller (i) the Cash Component Price payment, by wire transfer of immediately available funds to an account one or more accounts designated in writing by Pearson Seller (such designation to be made at least two business days prior to the Closing Date), in an amount equal to (A) the Purchase Price minus (B) an estimate, prepared by Seller and delivered to Purchaser no later than at least two Business Days business days prior to the Closing Date, of any adjustment to the Purchase Price under Section 2.03 minus (C) the Environmental Escrow Amount (as defined in Section 13.05(b)) (the amount of the Purchase Price minus such estimate of any adjustment under Section 2.03 and the Environmental Escrow Amount being hereinafter called the “Closing Date Payment”), (ii) stock certificates (duly executed counterparts of the deeds, lease assignments, bills of sale, assignments and other instruments of transfer referred to in such denominations Section 2.02(a), and registered in such name(s) as Pearson shall request (duly executed assumption agreements and other instruments of assumption providing for the “Preferred Stock Certificates”)) representing assumption of the Preferred Stock Component and Assumed Liabilities, (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson duly executed counterpart of the Holdco Equity Component. In additionTransitional Services Agreement, (iv) a duly executed counterpart of the Fiber Supply Agreement, (v) a duly executed counterpart of the Environmental Escrow Agreement, and (vi) all such other certificates and documents required to be delivered to Seller at or prior to the Closing, the Closing pursuant to this Agreement or any Ancillary Agreement; and (c) Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to Escrow Agent (as defined in Section 9.313.05(b)) payment, by wire transfer of immediately available funds of the Environmental Escrow Amount . (bd) At Purchaser shall deposit with U.S. Bank Global Trust, as successor trustee (“Trustee”) under the Indenture of Trust dated as of December 1, 1998 (the “Indenture”) between Union County, Arkansas and The First National Bank of Chicago, as Trustee relating to the Union County, Arkansas Taxable Industrial Development Revenue Bonds (Del-Tin Fiber LLC Project) Series 1998, a letter of credit meeting the requirements of the Indenture and the Trustee shall release the letter of credit issued by SunTrust Bank on behalf of Seller. (e) All utility charges relating to the Transferred Assets, including without limitation electric, gas, water, sewer and telephone charges shall be prorated as of Closing. Final readings for all utilities shall be made on or before Closing, the Sellers and Seller shall deliverarrange and obtain final xxxxxxxx of such utilities prior to Closing. If, or cause for reasons beyond Seller’s reasonable control, it is not possible to be deliveredobtain final utility readings prior to Closing, to the Purchaser (i) the original certificates representing all prorations as of the Equity Interests of the Companies, which certificates Closing shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, completed as soon as possible after Closing and settled between the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2parties promptly thereafter.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer shall: (i) deliver to Sellers or Seller Representative (as applicable): (A) the Cash Component Price Closing Date Payment by wire transfer of immediately available funds to an account one or more accounts designated in writing by Pearson Seller Representative to the Purchaser Buyer no later than two (2) Business Days prior to the Closing Date; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 9.03 of this Agreement. (ii) stock certificates pay, on behalf of the Company or Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds, to the accounts and in such denominations the amounts specified on the Closing Indebtedness Certificate; and (B) all Transaction Expenses, by wire transfer of immediately available funds, to the accounts and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing amounts specified on the Preferred Stock Component and Closing Transaction Expenses Certificate. (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Escrow Agent the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the "Escrow Fund") by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Sellers all agreements, certificates set forth in ARTICLE X and other documents necessary to satisfy any condition referred to the obligations of Sellers in Section 9.38.08. (b) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser (i) the original certificates representing all of the Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver to Buyer: (i) an Assignment of Membership Interests (each, an "Interest Assignment"), transferring the Purchaser Interests of the Seller Party, free and clear of all Encumbrances, duly executed by such Seller; and (ii) fully executed originals of this Agreement and each of the Ancillary Documents to which the Seller Party is a party, and all other agreements, documents, instruments or certificates and other documents necessary required to satisfy any condition referred be executed and/or delivered by such Seller Party at or prior to in the Closing pursuant to Section 9.29.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, Buyer shall: (i) deliver to Sellers the Cash Component Price Closing Date Payment less the Indemnification Escrow Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson Sellers to the Purchaser Buyer no later than two three (3) Business Days prior to the Closing Date, ; (ii) stock certificates pay, on behalf of the Company or Sellers, the following outstanding amounts (if any): (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in such denominations the amounts designated in writing by Sellers to Buyer; and (B) any Transaction Expenses unpaid prior to Closing, by wire transfer of immediately available funds to the accounts and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and amounts designated in writing by Sellers to Buyer; (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Escrow Agent: (A) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to the account designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VII; and (B) the Escrow Agreement; (iv) deliver to Sellers all agreementsthe Ancillary Documents, certificates and duly executed by the Buyer or, in the case of the Consulting Agreement, the Company; and (v) such other documents necessary or instruments as Sellers may reasonably request in order to satisfy any condition referred to in Section 9.3consummate the transactions contemplated by this Agreement. (b) At the Closing, the Sellers shall deliver, or cause deliver to be delivered, to the Purchaser Buyer: (i) stock certificates evidencing the original certificates representing Shares, free and clear of all of the Equity Interests of the CompaniesEncumbrances, which certificates shall be either duly endorsed for transfer to, in blank or accompanied by stock powers or other instruments of transfer duly endorsed executed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and blank; (ii) $10,000,000 in cash the Ancillary Documents, duly executed by the applicable counterparties thereto; (iii) all approvals, consents and waivers that are required to provide for deferred revenue be listed on Section 3.05 of the Business. In additionDisclosure Schedules, at duly executed by the Closingappropriate counterparties; (iv) resignations of the officers and directors of the Company (solely in their respective capacities as such), duly executed by such officers and directors; (v) a good standing certificate (or its equivalent) for the Sellers shall deliver Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized and each other jurisdiction in which the Company is required to the Purchaser all agreementsbe registered as a foreign corporation; (vi) an IRS Form W-9 (or equivalent) for each Seller, certificates and duly executed by such Seller; and (vii) such other documents necessary or instruments as Buyer may reasonably request in order to satisfy any condition referred to in Section 9.2consummate the transactions contemplated by this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall Buyer will deliver to Pearson, for itself and as agent for the other Sellers, Seller: (i) the Cash Component Price an amount (by wire transfer of immediately available funds in Dollars to an such account or accounts designated in writing specified by Pearson the Seller to the Purchaser no later than two Buyer at least three (3) Business Days prior to the Closing Date, Closing) equal to the Purchase Price; (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (a counterpart signature page to the “Preferred Stock Certificates”)) representing Distribution Agreement, duly executed by the Preferred Stock Component and Buyer; (iii) a limited liability company operating agreement of Holdco LLC counterpart signature page to the Product Development and Distribution Agreement, duly executed by the Buyer; (iv) a counterpart signature page to the “Holdco LLC Transition Services Agreement”, duly executed by the Buyer; (v) evidencing a counterpart signature page to the issuance PlanSmart Services Agreement, duly executed by the Buyer; (vi) a counterpart signature page to Pearson of the Holdco Equity Component. In addition, at the ClosingAssignment and Assumption Agreement, the Purchaser shall deliver Assignment and Assumption of Lease Agreements and the License Agreements, duly executed by the Buyer; (vii) a counterpart signature page to the Sellers Intellectual Property License Agreement, duly executed by the Buyer, if necessary; (viii) a counterpart signature to the cross-receipt for the Purchase Price, duly executed by the Buyer; (ix) a counterpart signature page to the MetLife USA Side Letter, duly executed by the Buyer; (x) in the event a Separation has occurred, a counterpart signature page to the Parent Entity Side Letter, duly executed by the Buyer; and (xi) all agreementsother documents, instruments or certificates and other documents necessary required to satisfy any condition referred be delivered by the Buyer at or prior to in the Closing pursuant to Section 9.311.2 of this Agreement. (b) At the Closing, the Sellers shall deliver, or cause to be delivered, Seller will deliver to the Purchaser Buyer: (i) the original certificates representing Shares, each duly endorsed by the Seller for transfer to the Buyer or accompanied by separate stock powers attached thereto and signed in blank; (ii) all corporate books and records of the Company; (iii) ownership of all of the Equity Interests books and records related to the operation of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser Company (or the one or more Designated Purchaser Entities), as applicable, with respect not transferred pursuant to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and subsection (ii) $10,000,000 above), including those books and records, whether in cash to provide for deferred revenue electronic or paper format, that are retained in a manner such that they are readily identifiable as records of the Business. In addition, Company or that relate primarily to the Acquired Assets and Liabilities (other than any assets that are not capable of being transferred at the ClosingClosing which shall be subject to the Seller’s obligations pursuant to Section 2.6), which will be transferred to the Buyer; (iv) a counterpart signature page to the Distribution Agreement, duly executed by MetLife USA; (v) a counterpart signature page to the Product Development and Distribution Agreement, duly executed by MetLife USA; (vi) a counterpart signature page to the Transition Services Agreement, duly executed by the Seller; (vii) a counterpart signature page to the PlanSmart Services Agreement, duly executed by the Seller; (viii) a counterpart signature page to the Assignment and Assumption Agreement, the Sellers shall deliver Assignment and Assumption of Lease Agreements and the License Agreements, duly executed by the Seller; (ix) a counterpart signature page to the Purchaser Intellectual Property License Agreement, duly executed by the Seller and/or any applicable Relevant Affiliate, if necessary (x) a counterpart signature to the cross-receipt for the Purchase Price, duly executed by the Seller; (xi) a counterpart signature page to the MetLife USA Side Letter, duly executed by MetLife USA; (xii) in the event a Separation has occurred, a counterpart signature page to the Parent Entity Side Letter, duly executed by Parent Entity; and (xiii) all agreementsother documents, instruments or certificates and other documents necessary required to satisfy any condition referred be delivered by the Seller at or prior to in the Closing pursuant to Section 9.211.1 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing: (i) Seller shall deliver to Purchaser: (A) The Xxxx of Sale and General Assignment in the form of EXHIBIT 1.01(c) and such assignments and other instruments of transfer related to the Assets in form and substance reasonably satisfactory to Purchaser and its counsel; (B) A Non-Competition and Non- Solicitation Agreement in the form of EXHIBIT 1.05(c)(i)(B); (C) The Assignment and Assumption Agreement in the form of EXHIBIT 1.04(b); (D) The certificate referenced in Section 6.01; (E) Release of liens for those security interests, easements or encumbrances listed on SCHEDULE 2.05(a); (F) Such other documents as Purchaser or its counsel may reasonably request to effect the sale and transfer of good and valid title of the Assets to Purchaser free and clear of all encumbrances, except for Permitted Liens, as defined in Section 2.05, and to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement; (G) A customary opinion of counsel substantially in the form of Exhibit 1.04(c)(i)(G); (H) Executed counterparts of all consents listed in SCHEDULE 6.03; (I) A certificate dated as of the Closing Date and signed by the secretary of each of Seller and Parent, certifying the articles of incorporation, bylaws, board of directors and stockholders approvals and the incumbency of the officers authorized to execute this Agreement and the documents contemplated herein; and (J) A transition services agreement in substantially the form of EXHIBIT 1.05(c)(i)(J) covering the services outlined therein. (ii) Purchaser shall deliver to Pearson, for itself Seller: (A) A Non-Competition and Non- Solicitation Agreement in the form of EXHIBIT 1.05(c)(i)(B); (B) The Assignment and Assumption Agreement in the form of EXHIBIT 1.04(b); (C) The certificate referenced in Section 5.01; (D) Such other documents as agent for Seller or its counsel may reasonably request to demonstrate satisfaction of the other Sellers, conditions and compliance with the covenants set forth in this Agreement; (iE) the Cash Component Price by wire transfer Executed counterparts of immediately available funds to an account or accounts designated all consents listed in writing by Pearson to the Purchaser no later than two Business Days prior to SCHEDULE 5.03; (F) A certificate dated as of the Closing DateDate and signed by the Purchaser's Secretary, (ii) stock certificates (in such denominations certifying the articles of incorporation, bylaws, board of directors approvals and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson incumbency of the Holdco Equity Component. In addition, at officers authorized to execute this Agreement and the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3.contemplated herein; and (bG) At A transition services agreement in substantially the Closing, form of EXHIBIT 1.05(c)(i)(J) covering the Sellers shall deliver, or cause to be delivered, to the Purchaser (i) the original certificates representing all of the Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2services outlined therein.