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

Transactions to be Effected at the Closing. At the Closing: (a) Seller shall deliver or cause to be delivered (i) to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) 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 (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); and (b) Purchaser shall deliver to Seller (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), (ii) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), (iii) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser and (iv) all such other certificates and documents required to be delivered to Seller at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing Date.

Transactions to be Effected at the Closing. (a) At the Closing: (a) , the Seller Parties shall deliver or cause to be delivered to the Purchaser the following: (i) a duly executed counterpart of a xxxx of sale and assignment and assumption agreement substantially in the form of Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”); (ii) a duly executed counterpart of the Intellectual Property Assignment Agreement; (iii) with respect to Purchaser orany Transferred Interests an Assignment of Interests in substantially the form of Exhibit C (“Assignment of Interests”) and with respect to Transferred Interests that are certificated, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the such Transferred Equity Interests, duly endorsed (or accompanied by Seller stock powers endorsed in blank), and, to the extent any Transferred Interests are not in certificated form, other evidence of ownership or assignment; (iv) with respect to each Transferred Leased Real Property for transfer to Purchaser which lessor Consent was obtained (or was otherwise not required), an executed counterpart of the applicable Purchaser SubsSelling Entity (and if applicable, lessor) to an assignment of lease in the form reasonably agreed by the parties thereto; (v) the certificates contemplated in Section 8.02; (vi) as and to the extent customarily required to transfer title, all instruments of title for the New Vehicles, Used Vehicles, Demonstrator Vehicles and Loaner Vehicles (or an application for title with respect to Used Vehicles); (vii) with respect to each Selling Entity (or if the separate existence of such Selling Entity is disregarded for U.S. federal income tax purposes, such Selling Entity’s regarded owner), a certificate of non-foreign status for such Selling Entity (or, if applicable, its regarded owner) in the form attached as Exhibit G; (viii) customary title affidavits, evidence of authority and resolutions, evidence of good standing, organizational documents and such other documents, agreements, instruments, certificates, affidavits and information reasonably and customarily required by the Title Insurance Company (in each case, in form and substance reasonably satisfactory to the Sellers) in order to issue, at Closing, the Title Policies, executed (and acknowledged, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created ) by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in members and such form other Persons as may be reasonably required requested by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on Insurance Company; (ix) a duly executed counterpart of the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to Escrow Agreement; and (x) the other Transferred Assets Payoff Letters (other than with respect to any Closing Debt not paid by Seller Parties at the assets Closing pursuant to Section 3.04(b)(v) below). (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller Parties or the relevant designees the following: (i) the Closing Purchase Price in accordance with Section 2.06(iii); (ii) a duly executed counterpart of the Xxxx of Sale and Assignment and Assumption Agreement; (iii) with respect to each Transferred EntityLeased Real Property for which lessor Consent was obtained (or was otherwise not required), an executed counterpart of the Purchaser to an assignment of lease in each case transferring such Transferred Asset to Purchaser free and clear of any Liens the form reasonably agreed by the parties; (other than Permitted Liens and Liens created by Purchaser), (Biv) counterparts a duly executed counterpart of the Intellectual Property License Assignment Agreement, ; (v) the Site Services Agreements, Closing Debt Amount to the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed holders thereof (as designated by Seller or the relevant member of the Seller Group, (C) a complete Parties); provided that any Closing Debt that the Purchaser and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained Seller Parties reasonably agree is related to any Delayed Closing Purchased Assets need not be paid by or on behalf of the Seller in connection with Parties at the contemplated sale of the Business and (D) all such other certificates and documents required to be delivered to Purchaser at or prior Closing to the extent so related to such Delayed Closing pursuant to this Agreement or any Ancillary Agreement (Purchased Assets and shall instead be paid by the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, Seller Parties no later than the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); andapplicable Delayed Closing; (b) Purchaser shall deliver to Seller (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), (iivi) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), (iii) counterparts of the Intellectual Property License Escrow Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by the Purchaser and the Escrow Agent; (ivvii) all such other certificates the Holdback Amount and documents required to be delivered to Seller at or prior any Delayed Closing Amount to the Closing pursuant to this Agreement or any Ancillary Agreement Escrow Agent; and (viii) the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates certificates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing Date8.03.

Transactions to be Effected at the Closing. At the Closing: (a) Seller Each Contributor shall deliver deliver, or cause to be delivered by the Contributors’ Representative, to PEGC I OP: (i) to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicableinstruments of transfer, in each case with any required stock form and substance reasonably satisfactory to PEGC I OP, sufficient to transfer stamps affixed theretoownership of the Contributed Interests set forth opposite the name of such Contributor on Exhibit A hereto, to PEGC I OP, free and clear of all Liens (other than Liens created Permitted Liens, duly executed by Purchaser), and such Contributor; (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Propertyif such Contributor is not an individual, together with owner’s affidavits and customary gap indemnities executed and delivered a certificate of good standing of such Contributor certified by Seller or the other applicable member Secretary of State of the Seller Group in favor jurisdiction of organization of such entity, dated as of a date within ten (10) Business Days before the Closing Date; (iii) if such Contributor is not an individual, a certificate of the Title Company secretary, general partner or manager, as applicable, of such Contributor, dated as of the Closing Date, in such form and substance reasonably satisfactory to PEGC I OP, as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets resolutions of the Transferred Entity)directors, in each case transferring general partner or managers, as applicable, of such Transferred Asset to Purchaser free Contributor authorizing the execution and clear performance of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License this Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Ancillary Agreements and the Transactions; (iv) copies of each of the IDB Lease Assignment and Assumption Agreements Ancillary Agreement to which such Contributor is a party, duly executed by Seller or the relevant member of the Seller Group, such Contributor; and (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (Dv) all such other certificates and documents required to be delivered to Purchaser at or prior to the Closing by such Contributor pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (i)Article VII, (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); andduly executed by such Contributor. (b) Purchaser The Contributors’ Representative shall (on behalf of the Contributors) deliver to Seller PEGC I OP: (i) paymenta certificate of good standing for each Contributed Company, and a copy of the certificate of incorporation (or comparable document) and all amendments thereto of each Contributed Company, in each case certified by wire transfer the Secretary of immediately available funds to one or more accounts designated in writing by Seller State of the jurisdiction of organization of such entity, each dated as of a date within ten (such designation to be made at least five 10) Business Days prior to before the Closing Date); (ii) a certificate of the secretary, in an amount equal to (A) the Purchase Price, plus general partner or minusmanager, as applicable, of each Contributed Company, dated as of the Closing Date, in form and substance reasonably satisfactory to PEGC I OP, as to: (A) no amendments to the certificate of incorporation (or comparable document) of such Contributed Company since the date of the certificate delivered to PEGC I OP pursuant to Section 1.03(b)(i); (B) estimatesthe by-laws (or comparable document) of such Contributed Company in effect as of the Closing Date; and (C) if applicable, prepared by Seller the resolutions of the directors or managers, as applicable, of such Contributed Company authorizing the execution and delivered to Purchaser at least five Business Days performance of this Agreement and the Ancillary Agreements and the Transactions; (iii) either (A) (1) a statement of each Contributed Company, dated not earlier than twenty (20) days prior to the Closing Date, in accordance with Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), certifying that such Contributed Company is not, and has not been, a “United States real property holding corporation” for purposes of Sections 897 and 1445 of the Code; (2) the notification to the IRS described in Treasury Regulation Section 1.897-2(h)(2) regarding delivery of the statement referred to in the preceding sentence, signed by a responsible corporate officer of such Contributed Company; and (3) an acknowledgment that PEGC I OP may cause such Contributed Company to file such notification with the IRS on or after the Closing Date; or (B) a certification of non-foreign status of each adjustment Contributor, in form and substance reasonably satisfactory to PEGC I OP, in accordance with Treasury Regulation Section 1.1445-2(b); (iv) a copy of an escrow agreement, in substantially the Purchase Price under Section 2.03 form attached hereto as Exhibit C (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date PaymentEscrow Agreement”), (ii) duly executed counterparts by the Contributors’ Representative; (v) a copy of a tax protection agreement, in substantially the form attached hereto as Exhibit D (the “Tax Protection Agreement”), duly executed by the Contributors’ Representative; (vi) copies of equityholder agreements, in substantially the form attached hereto as Exhibit E (the “Equityholder Agreements”), duly executed by the individuals set forth on Schedule 1.03(b)(vi) (the “Lockup Parties”), as applicable; (vii) copies of employment agreements, which substantially reflect the terms in the term sheets attached hereto as Exhibit F (the “Employment Agreements”), duly executed by the individual employees contemplated therein (each, an “Executive”), as applicable; (viii) a copy of an asset management agreement, in substantially the form attached hereto as Exhibit G (the “Services Agreement”), duly executed by the parties thereto; (ix) a copy of a PEGC I OP Amended and Restated Partnership Agreement, in substantially the form attached hereto as Exhibit H (the “PEGC I OP Amended and Restated Partnership Agreement”), duly executed by the Contributors and Contributed Companies party thereto; (x) a copy of the Asset Conveyance DocumentsLegacy Agreements Termination, duly executed by Pxxxxxxx Xxxxxx NTR LLC, a Delaware limited liability company, and Pxxxxxxx Xxxxxx & Company, Ltd., an Ohio limited liability company; (xi) copies of each other Ancillary Agreement, duly executed assumption agreements by the Contributors’ Representative and other instruments of assumption providing for applicable parties thereto; (xii) the assumption certificate of the Assumed Liabilities Contributors’ Representative contemplated by Sections 7.02(a) and (other than b), in form and substance reasonably satisfactory to PEGC I OP, duly executed by the Liabilities Contributors’ Representative; (xiii) evidence, in a form reasonably satisfactory to PEGC I OP, of the Transferred Entity), (iii) counterparts assignment of the Intellectual Property License AgreementIntercompany Notes; (xiv) evidence, in a form reasonably satisfactory to PEGC I OP, that the Site Services Agreements, pre-closing restructuring according to the Transition Services Agreement, steps set forth in the Fiber Supply Agreements and Plan of Reorganization has been completed; (xv) each of the IDB Lease Assignment documents and Assumption Agreements certificates required to be delivered pursuant to Section 6.17 in connection with the issuance of the Title Policies; (xvi) each of the Debt Consents and Amendments on Schedule 1.03(b)(xvi); (xvii) a copy of a license agreement, in substantially the form attached hereto as Exhibit L (the “PECO Name License Agreement”), duly executed by Purchaser and PECO Real Estate Partners; and (ivxviii) all such the other certificates and documents required to be delivered by the Contributors’ Representative pursuant to Seller at or prior Article VII, duly executed by the Contributors’ Representative and other applicable parties thereto. (c) PEGC I OP shall deliver to the Closing pursuant Contributors’ Representative (or to this Agreement or any Ancillary Agreement PELP as noted below): (i) to PELP, the documents in clauses Cash Consideration; (ii) to PELP, the Estimated Adjusted OP Unit Consideration, less the Escrowed Consideration; (iii) a copy of the Escrow Agreement, duly executed by PEGC I OP and the Escrow Agent; (iv) a copy of the Tax Protection Agreement, duly executed by PEGC I and PEGC I OP; (v) copies of the Equityholder Agreements, duly executed by PEGC I OP and/or an Affiliate of PEGC I OP; (vi) copies of the Employment Agreements, duly executed by PEGC I OP and the subsidiary of PEGC I OP which will be the employer of the Executive; (vii) a copy of the Services Agreement, duly executed by the parties thereto; (viii) a copy of the PEGC I OP Amended and Restated Partnership Agreement, duly executed by PEGC I and PEGC I OP; (ix) a copy of an amendment to PEGC I’s bylaws, in substantially the form attached hereto as Exhibit I (the “Bylaw Amendment”), collectivelyduly authorized by the PEGC I Board; (x) a copy of the Legacy Agreements Termination, duly executed by PEGC I and PEGC I OP; (xi) a copy of each other Ancillary Agreement to which it is a party, duly executed by PEGC I OP; (xii) the “Liabilities Assumption Documents”) (it being understood that the deeds, bills certificate of sale, assignments, instruments of transfer and other documents referred to in clauses (iiPEGC I OP contemplated by Sections 7.03(a) and (iv) above shall not require Purchaser to make any additional representationsb), warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information form and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access substance reasonably satisfactory to the personnel Contributors’ Representative, duly executed by PEGC I OP; (xiii) evidence reasonably satisfactory to the Contributors’ Representative that at Closing PEGC I OP shall have assumed the Closing Indebtedness on Schedule 1.03(c)(xiii); (xiv) a copy of Seller and the PECO Name License Agreement, duly executed by PEGC I; and (xv) the other members of the Seller Group responsible for preparing such estimates. Seller documents required to be delivered by PEGC I OP pursuant to Article VII, duly executed by PEGC I OP. (d) PEGC I OP shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior also (x) deliver to the Closing. No position taken Escrow Agent the Escrowed Consideration and (y) pay the Estimated Contribution Transaction Expenses at Closing in accordance with instructions provided by Purchaser or Seller prior to the Contributor Representative together with the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DateOP Unit Consideration Estimate.

Transactions to be Effected at the Closing. (a) At the Closing, P&G shall deliver to Purchaser: (a) Seller shall deliver or cause to be delivered (i) such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in the jurisdiction in which Direct Assignment Assets or Transferred Subsidiaries are located) as and to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for extent necessary to effect the transfer to Purchaser or of (x) all of the applicable Purchaser Subs, as applicableoutstanding shares of capital stock of the First Tier Subsidiaries and (y) the Direct Assignment Assets, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller P&G or the relevant member applicable Affiliate of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) 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 (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) P&G (it being understood that the certificates, deeds, bills no such xxxx of sale, assignmentsstock power, instruments certificate of transfertitle, agreements and deed, assignment or other documents referred to in clauses (i), (ii)(A) and (ii)(D) above agreement or instrument of transfer shall not require Seller P&G or any of its Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement except to the extent required to comply with applicable local Law, and in which case the parties shall enter into such supplemental agreements or arrangements as are effective to preserve the Ancillary Agreements; providedallocation of economic benefits and burdens contemplated by this Agreement); (ii) copies of such bills of sale, howeverstock powers, certificates of title, deeds, assignments, assumptions and other instruments of transfer as and to the extent necessary to effect the transfer of the Pre-Closing Transferred Assets from P&G or its Affiliates to a Transferred Subsidiary in form reasonably satisfactory to Purchaser, together with such documents as Purchaser may reasonably request evidencing the completion of such transfers; (iii) a counterpart of each of the Transition Services Agreement, the Collaboration Matters Agreement and the Italian Concession Agreement duly executed by P&G or, in the case of the Italian Concession Agreement, the applicable Affiliate of P&G; (iv) to the extent that the deeds for resignation, effective as of the Owned Real Property shall be bargain Closing, of any director or officer of a Transferred Subsidiary is requested by the Purchaser not less than 10 Business Days prior to the Closing Date, such documents as Purchaser may reasonably request evidencing the effectiveness, as of the Closing, of such resignation; (v) such documents as Purchaser may reasonably request relating to the existence of P&G and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or its Affiliates, the equivalent in Transferred Subsidiaries and the jurisdiction where Direct Assignment Assets, and the Owned Real Property is located)authority of P&G to enter into and perform its obligations under this Agreement and of P&G and its Affiliates to enter into and perform the other Transaction Documents to which they are parties; and (vi) a duly executed certificate of non-foreign status of P&G, substantially in the form of the sample certification contained in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B). (b) At the Closing Purchaser shall, or shall cause the applicable Purchasing Affiliate to, deliver to Seller P&G (or the applicable Selling Affiliate): (i) payment, by wire transfer of immediately available funds to one or more accounts of P&G or its Affiliates designated in writing by Seller P&G (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, minus (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount P&G’s estimate of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under UK Early Retirement Liability determined pursuant to Section 2.03 being hereinafter called the “Closing Date Payment”6.05(c)(ii), ; (ii) duly executed counterparts of the Asset Conveyance Documentsbills of sale, and duly executed assumption agreements stock powers, certificates of title, deeds, assignments and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entitytransfer contemplated by Section 2.04(a)(i), in each case duly executed by the Purchaser or the applicable Purchasing Affiliate; (iii) counterparts a counterpart of the Intellectual Property License Agreement, the Site Services Agreements, each of the Transition Services Agreement, the Fiber Supply Agreements Collaboration Matters Agreement and each of the IDB Lease Assignment and Assumption Agreements Italian Concession Agreement duly executed by Purchaser and or, in the case of the Italian Concession Agreement, the applicable Affiliate of Purchaser; and (iv) all such other certificates and documents required to be delivered to Seller at or prior as P&G may reasonably request relating to the Closing pursuant to this Agreement or existence of Purchaser (and any Ancillary Agreement (the documents in clauses (iiPurchasing Affiliates) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure authority of Purchaser to object enter into this Agreement and of Purchaser and each Purchasing Affiliate to such estimates shall prejudice enter into the rights of the parties with respect other Transaction Documents to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing Datewhich they are parties.

Transactions to be Effected at the Closing. At the Closing: (a) Seller shall deliver or cause to be delivered (i) to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) 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 (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); and (b) Purchaser shall deliver to Seller, and Seller shall accept (i) paymenton behalf of itself or the applicable Selling Entity), payment by wire transfer of immediately available funds to one or more accounts a U.S. bank account designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five two Business Days prior to the Closing Date, of each adjustment in an amount equal to the Purchase Price under Section 2.03 Initial Closing Date Amount. (b) Seller or the amount Selling Entities, as applicable, shall deliver to Purchaser: (i) any certificates representing any certificated Transferred Equity Interests and customary instruments of transfer and assignment of the Purchase Price plus or minusTransferred Equity Interests, as the case may bein form and substance reasonably satisfactory to Purchaser, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), duly executed by Seller; (ii) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entitycertificate required to be delivered pursuant to Section 6.02(c), ; (iii) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, substantially in the Fiber form attached hereto as Exhibit A (the “Transition Services Agreement”), duly executed by Seller; (iv) the Ready-Mix Plant Supply Agreements Agreement, substantially in the form attached hereto as Exhibit B (the “Ready-Mix Plant Supply Agreement”), duly executed by Seller; (v) the Odessa Distributor Agreement, substantially in the form attached hereto as Exhibit C (the “Odessa Distributor Agreement”), duly executed by Seller; (vi) a lease agreement for each Colocated Plant, substantially in the form attached hereto as Exhibit D (each, a “RMC Lease”), together with a memorandum of lease in recordable form, duly executed by Seller or its applicable Affiliate; (vii) a notarized special warranty deed, in recordable form, for each Transferred Owned Real Property, substantially in the form of Exhibit E (each, a “Deed”), duly executed by the applicable Selling Entities; (viii) a lease assignment and assumption agreement for each Transferred Leased Real Property, substantially in the form of the IDB Exhibit F (each, a “Lease Assignment and Assumption Agreements Agreement”), duly executed by Purchaser the applicable Selling Entities; (ix) a bill of sale, substantially in the form attached hereto as Exhibit G (the “Bill of Sale”), duly executed by each applicable Selling Entity; (x) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit H (ivthe “Assignment and Assumption Agreement”), duly executed by the applicable Selling Entities; and (xi) all such other certificates the Mining, Supply and documents License Agreement, substantially in the form attached hereto as Exhibit J (the “Mining, Supply and License Agreement”), duly executed by Seller; (xii) the Beaumont Supply Agreement, substantially in the form attached hereto as Exhibit K (the “Beaumont Supply Agreement”), duly executed by Seller; and (xiii) the forms required to be delivered to Seller at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement Sections 5.07(e) and (f). (c) Purchaser shall deliver to Seller: (i) the documents in clauses certificate required to be delivered pursuant to Section 6.03(c); (ii) and the Transition Services Agreement, duly executed by Xxxxxxxxx; (iv)iii) the Ready-Mix Plant Supply Agreement, collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and duly executed by Xxxxxxxxx; (iv) above shall not require Purchaser the Odessa Distributor Agreement, duly executed by Xxxxxxxxx; (v) a counterpart of a RMC Lease for each Colocated Plant, duly executed by Xxxxxxxxx; (vi) a counterpart of a Lease Assignment and Assumption Agreement for each Transferred Leased Real Property, duly executed by Purchaser; (vii) the Bill of Sale, duly executed by Xxxxxxxxx; (viii) the Assignment and Assumption Agreement, duly executed by Xxxxxxxxx; (ix) the Mining, Supply and License Agreement, duly executed by Xxxxxxxxx; (x) the Beaumont Supply Agreement, duly executed by Xxxxxxxxx; and (xi) the forms required to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreementsbe delivered pursuant to Section 5.07(e). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing Date.

Transactions to be Effected at the Closing. (a) At the Closing: (a) , Seller shall deliver or cause to be delivered to Purchaser: (i) a duly executed share transfer form, substantially in the form attached as Exhibit D, effecting the transfer of the Shares, together with the share certificate relating to the Shares (if one has been issued) or customary indemnity in respect of any certificate which was issued but subsequently lost or destroyed; (ii) a letter of instruction in an agreed form addressed to the Registered Agent of the Company, signed on behalf of the Company, instructing the Registered Agent upon Closing to change the client of record to Purchaser or a Representative of Purchaser; (iii) the common seal (if any), the certificate of incorporation, and the statutory corporate registers of the Company (or confirmation that all of such items are held by the registered agent of the Company); (iv) written resignations (with effect from the Closing Date) of each of the directors and officers of the Company, including a release substantially in the form of Exhibit G-1; (v) subject to Purchaser’s compliance with Section 7.03(d), a copy of the register of members reflecting the entry of Purchaser in the register of members of the Company as holder of the Shares; (vi) subject to Purchaser’s compliance with Section 7.03(d), a copy of the register of directors reflecting the entry of Purchaser’s nominated directors in the register of directors of the Company; (vii) a certificate of incumbency issued by the Registered Agent within three Business Days of Closing and including confirmations that: (A) the Company is in good standing, (B) Seller is the sole shareholder of the Company, (C) no liquidation or dissolution nor insolvency proceedings with respect to the Company have been taken against the Company or its assets, (D) the Company does not maintain a register of charges, pursuant to Section 162 of the BVI Business Companies Act, 2004, and (E) the names of each of the directors of the Company; (viii) evidence, reasonably satisfactory to Purchaser, as to the termination of the Contracts listed on Schedule 2.04(a)-B; (ix) a certificate of an officer of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser, certifying and attaching the organizational documents of the Company, being the certificate of incorporation, certificate(s) of change of name, if any, and the up-to-date memorandum and articles of association of the Company; (x) a payoff letter from each payee of Closing Indebtedness indicating that upon payment of the applicable Closing Indebtedness that such holder shall release his, her, or its Liens and other security interests in, and agree to execute or file such documents or endorsements reasonably necessary to release his, her, or its Liens and other security interest in, the assets and properties of the Company, and that all obligations with respect to the related Indebtedness or other obligations shall be satisfied; (xi) an invoice from each advisor or other service provider to the Company with respect to all Transaction Expenses to be paid on the Closing Date to such advisor or other service provider; (xii) the officer’s certificate required pursuant to Section 7.02(f); (xiii) a copy of duly executed written resolutions of the directors of the Company in customary form authorizing and approving this Agreement and the Acquisition; (xiv) a copy of duly executed written resolutions of the Seller in customary form authorizing and approving this Agreement and the Acquisition; (xv) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (xvi) the Non-Competition and Non-Solicitation Agreements, duly executed by the Persons set forth on Schedule 2.04(a)-C; (xvii) the Transition Services Agreement, duly executed by the Company and [***]; (xviii) the Guaranty Agreement, duly executed by the Guarantor (as defined in the Guaranty Agreement); (xix) releases duly executed by each Transaction Bonus Individual, in substantially the form attached hereto as Exhibit G-2; and (xx) releases duly executed by Seller, [***], and [***], in substantially the form attached hereto as Exhibit G-3. (b) At the Closing, Purchaser shall deliver or cause to be delivered: (i) to Purchaser orSeller, in exchange for the Shares, the Estimated Closing Payment, less the Company Service Provider Termination Expenses, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicableany, in each case accordance with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and the Payment Instructions; (ii) to Purchaser the Escrow Agent, the Escrow Amount in accordance with the Payment Instructions; (Aiii) to each recipient thereof set forth in the Estimated Closing Statement, an amount in cash equal to the Company Service Provider Termination Expenses owed to such Person as set forth on the Estimated Closing Statement in accordance with the Payment Instructions (provided, [***] (each, a “Transition Service Provider”), [***] (such payment, the “Transition Service Provider Termination Expenses”); (iv) to each recipient thereof set forth in the Estimated Closing Statement, an amount in cash equal to the Estimated Closing Transaction Expenses owed to such Person as set forth on the Estimated Closing Statement in accordance with the Payment Instructions; (v) to each holder of Estimated Closing Indebtedness set forth on the Estimated Closing Statement, an amount in cash equal to the Closing Indebtedness held by such Person as set forth on the Estimated Closing Statement in accordance with the Payment Instructions; (vi) to Seller, the officer’s certificate required pursuant to Section 7.03(c); (vii) to Seller, the Escrow Agreement, duly executed deeds by Purchaser and the Escrow Agent; and (in recordable formviii) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services AgreementsSeller, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) 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 (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); and (b) Purchaser shall deliver to Seller (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), (ii) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), (iii) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser and (iv) all such other certificates and documents required to be delivered to Seller at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DatePurchaser.

Transactions to be Effected at the Closing. At the Closing: (a) Seller shall Buyer will deliver or cause to be delivered Seller: (i) to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) 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 (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); and (b) Purchaser shall deliver to Seller (i) payment, Purchase Price by wire transfer of immediately available funds to one or more accounts an account of Seller designated in writing by Seller (such designation to be made at least five Business Days Buyer prior to the Closing Date)Closing; and (ii) confirmation in form and substance reasonably satisfactory to Seller that the aggregate net revenue of the Company for the month of December 2018 was no less than $650,000. (b) Seller will deliver to Buyer: (i) a stock certificate evidencing the Shares, free and clear of all Encumbrances, duly endorsed in an amount equal to blank or accompanied by a stock power or other instrument of transfer duly executed; (Aii) as part of the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller Contribution and delivered to Purchaser at least five Business Days prior to Distribution Transactions and simultaneously with the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount transfer of the Purchase Price plus or minusto Seller, as $400,000 by wire transfer of immediately available funds to the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”account designated on Schedule 2.01(b)(ii), (ii) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), ; (iii) counterparts intellectual property assignments for the transfer to the Company of the Intellectual Property License Agreement, trademarks set forth on Schedule 2.01(b)(iii) in form and substance reasonably satisfactory to Buyer and in proper form for filing with the Site Services Agreements, U.S. Patent Trademark Office; (iv) documentation in customary form and substance reasonably satisfactory to Buyer to evidence the Transition Services Agreement, consummation of all other transactions that comprise the Fiber Supply Agreements Contribution and each Distribution Transactions; (v) from the senior lenders of Seller documents reflecting the release of all Encumbrances held by such lenders against any of the IDB Lease Assignment Shares or assets of the Company and Assumption Agreements releasing the Company as an obligor under the Seller’s credit facility described on Schedule 2.03(b)(v), in customary form and substance reasonably satisfactory to Buyer; (vi) certified copies of the resolutions of the Board of Directors of Seller approving the transactions contemplated by this Agreement; (vii) the written resignations duly executed by Purchaser the directors and (iv) all such other certificates and documents required to be delivered to Seller at or prior to officers of the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood Company that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel are officers of Seller as set forth on Schedule 2.03(b)(vii); (viii) a certification of non-foreign status of Seller in the form attached hereto as Exhibit A; and (ix) an accounts receivable report reflecting all outstanding accounts receivable and the other members accounts payable of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure Company as of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DateDecember 27, 2018.

Transactions to be Effected at the Closing. At the Closing: (a) Seller Subject to and contingent upon the completion of the transactions contemplated in clauses (d) through (w) below, GP shall deliver or cause to be delivered (i) to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or Newco certificates representing the Transferred Equity InterestsCompany Shares contributed to Newco pursuant to Section 2.1 above, duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (b) Newco shall execute and deliver the PIK Notes to GP; (c) Newco shall deliver to GP payment of the Closing Contribution Cash Consideration as provided in Section 2.1; (d) GP shall deliver to the Buyer certificates representing the Newco Shares purchased by Seller the Buyer pursuant to Section 2.1 above, duly endorsed in blank in proper form for transfer, with appropriate transfer to Purchaser or the applicable Purchaser Subsstamps, as applicableif any, in each case with any required stock transfer stamps affixed theretoaffixed, free and clear of all Liens Liens; (other than Liens created by Purchaser), and (iie) the Buyer shall deliver to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member GP payment of the Seller Group Newco Shares Cash Consideration as provided in favor Section 2.1; (f) GP shall deliver to the Buyer a certificate signed by an authorized officer of GP stating that the conditions set forth in Section 8.1(a) have been satisfied; (g) GP shall deliver to the Buyer copies of the Title certificates of good standing of each of Newco, the Company in such form as may be reasonably required and all of the Subsidiaries, certified on or soon before the Closing Date by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis Secretary of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets State (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar mediumcomparable officer) of the electronic data room created and maintained by or on behalf jurisdiction of Seller in connection with the contemplated sale of the Business and (D) all each 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 (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantorPerson’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); andincorporation; (bh) Purchaser GP shall deliver to Seller the Buyer a certificate signed by an authorized officer of GP, with respect to each of Newco, the Company and all of the Subsidiaries, with respect to (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior no amendments to the Closing Date), in an amount equal to (A) certificate of incorporation of such Person since the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount date of the Purchase Price plus or minus, as the case may be, such estimates certified certificates of adjustments under incorporation provided pursuant to Section 2.03 being hereinafter called the “Closing Date Payment”3.2(i), (ii) duly executed counterparts the by-laws of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity)such Person, (iii) counterparts in the case of each of Newco and GP, the resolutions of the Intellectual Property License board of directors of such Person authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and (iv) in the case of each of Newco and GP, incumbency and signatures of the officers of such Person executing this Agreement or any other agreement contemplated by this Agreement; (i) GP shall deliver to the Buyer a copy of the certificate of incorporation of each of Newco, the Site Services AgreementsCompany and the Subsidiaries certified as of a recent date by the Secretary of State of the state of incorporation of each of Newco, the Company and each of the Subsidiaries; (j) GP shall deliver to the Buyer the stock ledgers, minute books and share certificates for each of Newco, the Company and all of the Subsidiaries; (k) GP shall deliver to the Buyer an opinion of its general counsel addressed to the Buyer, in form and substance reasonably satisfactory to the Buyer; (l) GP shall use commercially reasonable efforts as set forth in Section 7.3, to deliver to the Buyer the Real Estate Deliveries; (m) GP shall deliver to the Buyer payoff letters and Lien releases for the Indebtedness of the Company and its Subsidiaries identified by the Buyer as being repaid as of the Closing; (n) the Buyer shall deliver to GP a certificate signed by an authorized officer of the Buyer stating that the conditions set forth in Section 8.2(a) have been satisfied; (o) the Buyer shall deliver to GP an opinion of its special counsel, Xxxxxxxx & Xxxxx, addressed to GP, in form and substance reasonably satisfactory to GP; (p) each of Newco, GP and the Buyer shall enter into the Stockholders Agreement; (q) each of Newco, GP and the Buyer shall enter into the Registration Agreement; (r) each of GP, the Company and Newco shall enter into the Secured Liquidity Facility; (s) each of GP and the Company shall enter into the Transition Services Agreement, the Fiber Supply Agreements and ; (t) each of GP and the IDB Lease Assignment Company shall enter into the Human Resources Agreement; (u) each of GP and Assumption Agreements duly executed by Purchaser the Company shall enter into the IT Support Services Agreement; (v) each of GP and the Company shall enter into the Insurance Agreement; and (ivw) all such other certificates and documents required to be delivered to Seller at or prior GP shall deliver to the Closing pursuant to this Agreement or any Ancillary Agreement (Buyer certain life insurance policies originally purchased by Unijax and Xxxxx Paper Company as described in the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DateHuman Resources Agreement.

Transactions to be Effected at the Closing. At the Closing: (a) Seller shall deliver or cause to be delivered Purchaser: (i) An assignment of the Membership Interests to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and ; (ii) to Purchaser (A) duly An executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member counterpart of the Seller Group in favor Security Agreement; (iii) A certificate of the Title Company in such form as may be reasonably required Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on board of directors of Seller authorizing the basis execution, delivery and performance of an owner’s affidavit this Agreement and customary gap indemnitythe consummation of the transactions contemplated hereby, and bills of sale, assignments that all such resolutions are in full force and other instruments of transfer relating to effect and are all the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller resolutions adopted in connection with the transactions contemplated sale hereby; (iv) A certificate of the Business Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and (D) all such signatures of the officers of Seller authorized to sign this Agreement and the other certificates and documents required to be delivered to Purchaser at or prior to hereunder; and (v) The Company Disclosure Letter, which shall disclose as Section 1.3(a)(v): (1) unaudited, reviewed financial statements of the Company through December 31, 2020; (2) a list of all assets and liabilities of the Company as of the Closing pursuant Date; and (3) a list of any written contract to which the Company is a party or by which any of its properties or assets is bound (each, a “Material Contract”) all of which will be attached to this Agreement or any Ancillary Agreement (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); andExhibit C. (b) Purchaser shall deliver to Seller Seller: (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount An executed counterpart of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), Security Agreement; (ii) duly An executed counterparts copy of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), Promissory Note; (iii) counterparts A certificate executed by Xxxxxxxxx dated as of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly Closing Date executed by a duly authorized officer of Purchaser certifying the accuracy Purchaser’s representations and warranties and satisfaction of Purchaser’s obligations under Article III, Article IV and Article V; (iv) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (v) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the other certificates and documents required to be delivered hereunder. (vi) Resolutions of the Purchaser’s Shareholders and/or Board of Directors reflecting an amendment to Seller at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the Purchaser’s corporate documents in clauses satisfaction of its obligations under Section 4.11; and (iivii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DateThe Purchase Price.

Transactions to be Effected at the Closing. At (a) On the ClosingClosing Date, each of the Harbinger Parties shall: (ai) Seller shall deliver or cause to the Company a certificate (the “Closing Contribution Certificate”) duly executed by an authorized officer of such Harbinger Party, setting forth the number, if any, of additional shares of SBH Common Stock to be delivered contributed by such Harbinger Party in the Transaction and indicating whether such shares are certificated or uncertificated. From and after delivery of the Closing Contribution Certificate, such shares shall be deemed to be Contributed Shares for all purposes of this Agreement; (iii) provide written notice to Purchaser orSBH of the Transaction and the contribution of the Contributed Shares to the Company and, if requested by Purchaserprovided that the Company is eligible to receive the Contributed Shares through DTC, one or more Purchaser Subs, a certificate or request that SBH instruct its designated transfer agent to credit the aggregate number of uncertificated Contributed Shares to the Company’s balance account with DTC through its Deposit Withdrawal Agent Commission system; (iii) deliver to the Company stock certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicableContributed Shares that are certificated, in each case with any required stock transfer stamps affixed theretocase, free and clear of all Liens (other than Liens created properly endorsed or accompanied by Purchaser), and (ii) to Purchaser (A) duly executed deeds stock powers; and (in recordable formiv) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating deliver to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and Company each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Groupdocuments, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) all such other certificates and documents items required to be delivered by such Harbinger Party pursuant to Purchaser at or prior Section 5.2. (b) On the Closing Date, the Company shall: (i) (A) subject to Section 1.4(b), issue to each Harbinger Party stock certificates representing a number of newly-issued, fully paid and non-assessable shares of Company Common Stock obtained by multiplying (x) the number of Contributed Shares contributed to the Company by such Harbinger Party at the Closing pursuant to this Agreement by (y) the Exchange Ratio, which certificates shall be, in each case, properly endorsed or any Ancillary Agreement (the documents in clauses (i)accompanied by duly executed stock powers, (ii)(A) and (ii)(DB) above, collectively, instruct its designated transfer agent to update the “Asset Conveyance Documents”) stock ledger of the Company to reflect the issuance described in clause (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is locatedA); and (bii) Purchaser shall deliver to Seller (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), (ii) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), (iii) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and Harbinger Parties each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser and (iv) all such other documents, certificates and documents items required to be delivered to Seller at or prior to by the Closing Company pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing Date5.3.

Transactions to be Effected at the Closing. At or prior to the Closing, the following transactions shall be effected by the parties to this Agreement: (a) The Seller and/or the Company, as applicable, shall deliver or cause to be delivered to the Buyer: (i) to Purchaser or, if requested the Pre-Closing Statement as required by Purchaser, one or more Purchaser Subs, a certificate or Section 2.3(a); (ii) certificates representing the Transferred Equity InterestsCompany Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer; (iii) evidence, in form and substance reasonably satisfactory to the Buyer, of the resignations or removal of the members of the Board of Directors (or similar governing body) and officers of the Company and the Company Subsidiaries as requested by the Buyer in writing at least five (5) days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (iv) a duly executed certificate, in form and substance reasonably satisfactory to the Buyer, from the Seller for transfer of non-foreign status in a form and manner that complies with Section 1445 of the Code and the Treasury Regulations thereunder; (v) each Transaction Document to Purchaser which the Seller, the Company or any of their respective Affiliates are a party, duly executed by each such party; (vi) duly executed payoff and release, termination or other similar documentation, in form and substance satisfactory to the applicable Purchaser SubsBuyer, as applicablereleasing the Company and the Company Subsidiaries from all Indebtedness and terminating any and all Encumbrances on any assets securing such Indebtedness (the “Payoff Letters”); (vii) a certificate of good standing with respect to the Company and each Company Subsidiary issued by the relevant Governmental Authority of each of their respective jurisdictions of organization, in each case with any required stock transfer stamps affixed theretodated as of a date no earlier than 10 days prior to the date hereof; (viii) a certificate dated as of the Closing Date, free and clear duly executed by an authorized officer of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser the Seller certifying as to: (A) duly executed deeds (in recordable form) for the names and incumbency of each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or of the other applicable member officers of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit executing this Agreement and customary gap indemnity, and bills of sale, assignments and any other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), Transaction Documents; (B) counterparts the Organizational Documents of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, Seller; (C) a complete the resolutions approving this Agreement and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or Contemplated Transactions on behalf of Seller in connection with the contemplated sale of the Business and (D) 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 (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located)Seller; and (ix) a certificate dated as of the Closing Date, duly executed by an authorized officer of the Company certifying as to: (A) the names and incumbency of each of the officers of the Company executing this Agreement and any other Transaction Documents; (B) the Organizational Documents of the Company; and (C) the resolutions approving this Agreement and the Contemplated Transactions on behalf of the Company. (b) Purchaser The Buyer shall make or deliver or cause to Seller be made or delivered: (i) paymentthe following payments: (A) to the Seller, the Estimated Closing Payment, by wire transfer of immediately available funds to one or more accounts the bank account designated in writing by the Seller (such designation to be made at least five Business Days the Buyer prior to the Closing Date; (B) on behalf of the Company or applicable Company Subsidiary, the amounts payable to each counterparty or holder of Indebtedness identified on Schedule 2.2(b)(i)(B), in an amount equal order fully to discharge such Indebtedness and terminate all applicable Encumbrances related thereto, which shall be sent by the Buyer to the Persons identified in, and in accordance with, the Payoff Letters; (AC) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), (ii) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities Estimated Transaction Expenses (other than the Liabilities Sale Bonuses), which shall be sent by the Buyer to the Persons entitled thereto by wire transfer of immediately available funds in accordance with wire instructions provided by the Seller; (D) to the Company, the aggregate amount of the Transferred Entity)Sale Bonuses, by wire transfer of immediately available funds in accordance with wire instructions provided by the Seller; provided that, promptly following the Closing, the Company shall make payments to each Person in the amount set forth opposite such Person’s name on the Pre-Closing Statement (iiiless any applicable Taxes required to be deducted or withheld) counterparts utilizing the payroll system of the Intellectual Property License AgreementCompany or the Company Subsidiaries, as applicable; and (ii) to the Site Services AgreementsSeller, each Transaction Document to which the Transition Services AgreementBuyer is a party, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser and (iv) all such other certificates and documents required to be delivered to Seller at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DateBuyer.

Transactions to be Effected at the Closing. (a) At the Closing: (a) , Seller shall deliver or cause to be delivered to Purchaser (i) to Purchaser orduly executed bills of sale, if requested by Purchaserassignments, one lease assignments or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subssubleases, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of trademarks and copyrights included in the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by PurchaserIntellectual Property), (ii) a duly executed trademark assignment substantially in the form attached hereto as Exhibit A, (iii) a duly executed copyright assignment substantially in the form attached as Exhibit B, including as an exhibit thereto the Copyright Schedule, (iv) counterparts of a duly executed counterpart to the Intellectual Property License Agreement, Transitional Services Agreement substantially in the Site Services Agreements, form attached hereto as Exhibit C (the Transition “Transitional Services Agreement, ”) and (v) such documents as Purchaser may reasonably request relating to the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf existence of Seller in connection with and the contemplated sale authority of the Business and (D) all such other certificates and documents required to be delivered to Purchaser at or prior to the Closing pursuant to Seller for this Agreement or and any Ancillary Agreement (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) to which it is a party (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, transfer and agreements and other documents referred to in clauses (i), ) through (ii)(Aiii) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is locatedAgreement); and (b) At the Closing, Purchaser shall deliver to Seller (i) payment, by wire transfer payment of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Cash Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), (ii) duly executed counterparts to the bills of the Asset Conveyance Documentssale, assignments and other instruments of transfer referred to in Section 2.02(a), and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity)Liabilities, (iii) counterparts of a duly executed counterpart to the Intellectual Property License Agreement, the Site Services Agreements, the Transition Transitional Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser and (iv) all such other certificates and documents required to be delivered to as Seller at or prior may reasonably request relating to the Closing pursuant to existence of Purchaser and the authority of Purchaser for this Agreement or and any Ancillary Agreement to which it is a party. (c) At the documents in clauses Closing, Seller shall deliver to Purchaser a schedule showing Seller’s good faith estimate of (i) the Current Assets and Current Liabilities and (ii) and (iv)the deferred subscription revenue, collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills in each case as of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing Date. Such schedule shall include line item details consistent with the Assets and Liabilities Statement.

Transactions to be Effected at the Closing. (a) At or prior to the Closing, Buyer shall: (a) Seller shall deliver or cause to be delivered (i) deliver to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser Shareholder Representative: (A) an executed counterpart of the Escrow Agreement, duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), Buyer; (B) counterparts a general release of claims of the Intellectual Property License AgreementCompany against Sellers, in the Site Services Agreementsform attached hereto as Exhibit D, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, Company and acknowledged by Buyer; (C) a certificate of an officer of Buyer certifying (I) that attached thereto are true and complete copies of all resolutions adopted by, or actions by written consent of, the board of directors of Buyer, authorizing the execution, delivery and correct copy (recorded on a DVD performance of this Agreement and all other documents to be executed in connection herewith or similar medium) to be delivered hereunder and the consummation of the electronic data room created transactions contemplated hereby to which Buyer is a party, and maintained by or on behalf that all such resolutions are in full force and effect and constitute all of Seller the resolutions adopted in connection with the transactions contemplated sale hereby and thereby and (II) the names and specimen signatures of the Business officers of Buyer authorized to sign this Agreement and all other documents to be executed in connection herewith or to be delivered hereunder to which Buyer is a party; (D) all such other certificates and documents required to the R&W Policy, which shall be delivered to Purchaser bound at or prior to the Closing; (E) a certificate of an officer of Buyer dated the Closing pursuant to this Agreement or any Ancillary Agreement Date certifying that each of the conditions set forth in Sections 6.01 and 6.03 have been satisfied; (F) a copy of the documents in clauses certificate of incorporation of Buyer, as amended, certified as of a date within five (i)5) Business Days of the Closing Date by the Secretary of State of the State of Delaware; (G) a good standing certificate for Buyer certified by the Secretary of State of the State of Delaware, dated as of a date within five (ii)(A5) and (ii)(D) above, collectively, Business Days of the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located)Closing Date; and (bH) Purchaser shall deliver an executed side letter pursuant to Seller which Buyer will agree to make the wire payments set forth on the Flow of Funds Statement; and (iii) paymentmake the following payments (in full satisfaction of the Purchase Price (subject to any Closing Adjustment and the future disbursement of the Escrow Amount in accordance with the Escrow Agreement)): (A) an amount equal to each Seller’s portion of the Closing Payment Amount (other than the Closing Option Payments), as set forth on the Flow of Funds Statement, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller the account set forth beside such Seller’s name on the Flow of Funds Statement; (such designation to be made at least five Business Days prior to the Closing Date), in B) an amount equal to the Closing Option Payments, as set forth on the Flow of Funds Statement, by wire transfer to the account set forth beside such Option Holder’s name on the Flow of Funds Statement; (AC) the Purchase PriceEscrow Amount by wire transfer to the Escrow Account; (D) an amount set forth on the Flow of Funds Statement designated as to be paid into the Shareholder Representative Account, plus by wire transfer of immediately available funds to the account set forth beside such designated account on the Flow of Funds Statement; and (E) an amount equal to the unpaid Transaction Expenses and all outstanding debt of the Company, in each case, as of the Closing Date and as set forth on the Flow of Funds Statement, to each corresponding party set forth on the Flow of Funds Statement, by wire transfer of immediately available funds to the account set forth beside such party’s name on the Flow of Funds Statement. (b) At or minusprior to the Closing, the Company or Sellers, as applicable, directly or indirectly, shall: (i) deliver to Buyer: (A) stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by transfer powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (B) estimatesa general release of claims against the Company in the form attached hereto as Exhibit E, prepared duly executed by Seller Sellers; (C) the resignations of each director of the Company and those officers of the Company listed on Section 2.05(b)(i)(C) of the Disclosure Schedules, in form and substance reasonably satisfactory to Buyer, duly executed by such persons; (D) all approvals, authorizations, orders, consents or waivers that are listed on Section 2.05(b)(i)(D) of the Disclosure Schedules, each in a form, and executed by an applicable Person, reasonably acceptable to Buyer; (E) a certificate of an officer of the Company certifying (I) that attached thereto are true and complete copies of all resolutions adopted by, or actions by written consent of, the board of directors and shareholders of the Company, authorizing the execution, delivery and performance of this Agreement and all other documents to be executed in connection herewith or to be delivered hereunder and the consummation of the transactions contemplated hereby to Purchaser at least five Business Days prior which the Company is a party, and that all such resolutions are in full force and effect and constitute all of the resolutions adopted in connection with the transactions contemplated hereby and thereby and (II) the names and specimen signatures of the officers of the Company authorized to sign this Agreement and all other documents to be executed in connection herewith or to be delivered hereunder to which the Company is a party; (F) evidence that all outstanding debt of the Company, as set forth on Section 2.05(b)(i)(F) of the Disclosure Schedules, has been paid in full, including appropriate termination statements under the Uniform Commercial Code or comparable payoff letters to release all Encumbrances (other than Permitted Encumbrances) related to any such debt, to the extent directed by Buyer, in each case, in form and substance reasonably satisfactory to Buyer; provided that the Company may include all or part of such outstanding debt set forth on Section 2.05(b)(i)(F) of the Disclosure Schedules on the Flow of Funds Statement in lieu of providing evidence of the payment in full of such amounts included on the Flow of Funds Statement; (G) evidence that each loan set forth on Section 2.05(b)(i)(G) of the Disclosure Schedules, constituting all loans that were made by the Company to one or more current or former officers, directors, employees, consultants or shareholders, has either been repaid or forgiven, and cancelled, and any such loan forgiveness has been reported as compensation income in a manner reasonably satisfactory to Buyer, and all applicable withholding Taxes have been paid or satisfied; (H) certain key employees of the Company set forth on Section 2.05(b)(i)(H) of the Disclosure Schedules shall have provided reasonable assurance that they will continue employment with the Company after the Closing; (I) evidence of the accelerated vesting (to the extent not already vested) of all Options set forth on Section 3.03(b)(ii) of the Disclosure Schedules and acknowledgements by the Option Holders of the cancellation of such Options pursuant to the terms of this Agreement; (J) properly executed statements of non-foreign status dated as of the Closing Date, in form and substance required under Code § 1445 and the Treasury Regulations promulgated thereunder and reasonably acceptable to Buyer, in each instance stating that each Seller is not a non-U.S. person; (K) a certificate of an officer of the Company dated the Closing Date certifying that each adjustment of the conditions set forth in Sections 6.01 and 6.02 have been satisfied; (L) a copy of the articles of incorporation of the Company, certified as of a date within five (5) Business Days of the Closing Date by the Utah Division of Corporations & Commercial Code; (M) a good standing certificate for the Company certified by the Utah Division of Corporations & Commercial Code, dated as of a date within five (5) Business Days of the Closing Date; (N) an executed counterpart of the Escrow Agreement, duly executed by Shareholder Representative; (O) an executed counterpart of a statement (the “Flow of Funds Statement”) duly executed by Sellers setting forth (I) each Seller’s portion of the Closing Payment Amount, (II) each Seller’s portion of the Escrow Amount, (III) the amount to be paid into the Purchase Price under Section 2.03 Shareholder Representative Account, (IV) the amount of all Transaction Expenses that remain unpaid as of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”)and the identity of each party to whom such unpaid Transaction Expenses are due, (V) the amount of all outstanding debt of the Company set forth on Section 2.05(b)(i)(F) of the Disclosure Schedules that remains outstanding at the time of the Closing and the identity of each party to whom such outstanding debt is payable, and (VI) wiring instructions with respect to all amounts designated in such statement; and (ii) duly executed counterparts cause to be paid all unpaid Transaction Expenses and all outstanding debt of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments Company that is set forth on the Flow of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), (iii) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser and (iv) all such other certificates and documents required to be delivered to Seller at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DateFunds Statement.

Transactions to be Effected at the Closing. At the Closing: (a) Seller shall deliver or cause to be delivered Purchaser: (i) An assignment of the Membership Interests to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and ; (ii) to Purchaser (A) duly An executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member counterpart of the Seller Group in favor Security Agreement; (iii) A certificate of the Title Company in such form as may be reasonably required Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on board of directors of Seller authorizing the basis execution, delivery and performance of an owner’s affidavit this Agreement and customary gap indemnitythe consummation of the transactions contemplated hereby, and bills of sale, assignments that all such resolutions are in full force and other instruments of transfer relating to effect and are all the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller resolutions adopted in connection with the transactions contemplated sale hereby; (iv) A certificate of the Business Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and (D) all such signatures of the officers of Seller authorized to sign this Agreement and the other certificates and documents required to be delivered to Purchaser at or prior to hereunder; and (v) The Company Disclosure Letter, which shall disclose as Section 1.3(a)(v): (1) unaudited, reviewed financial statements of the Company through December 31, 2020; (2) a list of all assets and liabilities of the Company as of the Closing pursuant Date; and (3) a list of any written contract to which the Company is a party or by which any of its properties or assets is bound (each, a “Material Contract”) all of which will be attached to this Agreement or any Ancillary Agreement (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); andExhibit C. (b) Purchaser shall deliver to Seller Seller: (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount An executed counterpart of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), Security Agreement; (ii) duly An executed counterparts copy of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), Promissory Note; (iii) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly A certificate executed by Purchaser dated as of the Closing Date executed by a duly authorized officer of Purchaser certifying the accuracy Purchaser’s representations and warranties and satisfaction of Purchaser’s obligations under Article III, Article IV and Article V; (iv) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (v) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the other certificates and documents required to be delivered hereunder. (vi) Resolutions of the Purchaser’s Shareholders and/or Board of Directors reflecting an amendment to Seller at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the Purchaser’s corporate documents in clauses satisfaction of its obligations under Section 4.11; and (iivii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DateThe Purchase Price.

Transactions to be Effected at the Closing. At the Closing: (a) Each Seller shall deliver or cause to be delivered to Purchaser: (i) to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity InterestsInterests set forth opposite the name of such Seller on Exhibit A, accompanied by transfer powers duly endorsed by Seller in blank in proper form for transfer, with appropriate transfer to Purchaser tax stamps, if any, affixed; (ii) a “good standing” certificate for the Companies and each Company Subsidiary, and a copy of the Certificate of Incorporation and all amendments thereto (or comparable document) of the applicable Purchaser Subs, as applicableCompanies and each Company Subsidiary, in each case with any required stock transfer stamps affixed theretocertified by the Secretary of State of the jurisdiction of organization of such entity, free each dated as of a date within five (5) Business Days before the Closing Date; (iii) the Conversion Documentation duly executed by Sellers and clear of all Liens All Risks; (other than Liens created iv) the Internal Revenue Service Forms 8832 for All Risks and ICS contemplated by Purchaser), and Section 8.01(f)(1) (ii) to Purchaser (AConversion) duly executed deeds by Sellers; (in recordable formv) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis a certificate of an owner’s affidavit and customary gap indemnity, and bills officer of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment Companies in form and Assumption Agreements duly executed by Seller or substance reasonably acceptable to Purchaser attaching and certifying as to the relevant member organizational documents of such Company and each Company Subsidiary that is a Subsidiary thereof; (vi) each Ancillary Agreement, if any, to which it is a party; (vii) written resignations of such officers and directors of the Seller Group, (C) a complete Companies and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained Company Subsidiaries as have been requested by or on behalf of Seller in connection with the contemplated sale of the Business and (D) all such other certificates and documents required to be delivered to Purchaser at or prior to the Closing, effective as of the Closing pursuant (which resignations shall not constitute a termination of employment); (viii) a certification of non-foreign status of such Seller, in form and substance reasonably satisfactory to this Agreement Purchaser, in accordance with Treasury Regulation § 1.1445-2(b); (ix) evidence that the Companies have obtained (and paid in full all premiums on) an extended reporting period endorsement under the Companies’ existing directors’ and officers’ liability insurance coverage for the Companies’ and Company Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for the shorter of (A) available coverage or (B) six (6) years following the Closing Date of not less than the existing coverage and have other terms not materially less favorable to the insured Persons than the directors’ and officers’ liability insurance coverage presently maintained, and any Ancillary Agreement premiums with respect to such policy shall be Seller Transaction Expenses hereunder; (x) evidence that the documents Companies have obtained (and paid in clauses full all premiums on) an extended reporting period endorsement under the Companies’ existing errors and omissions liability insurance coverage and employment practices liability coverage, in each case with a claim reporting or discovery period the shorter of (i)A) available coverage or (B) six (6) years following the Closing Date of not less than the existing coverage, and any premiums with respect to such policies shall be Seller Transaction Expenses hereunder; (ii)(Axi) evidence that the Companies have obtained (and paid in full all premiums on) an extended reporting period endorsements under the Companies’ existing cyber liability insurance coverage with a claim reporting or discovery period the shorter of (ii)(DA) aboveavailable coverage or (B) six (6) years following the Closing Date of not less than the existing coverage, collectively, and the aggregate of premiums with respect to such endorsements shall be considered the “Asset Conveyance DocumentsCyber Premium Amount”; (xii) the Identified Long-Term Incentive Plans Spreadsheet; and (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and xiii) such other documents referred relating to in clauses (i)existence and authority, (ii)(A) absence of Liens, and (ii)(D) above shall not require Seller to make any additional representations, warranties such other customary matters as Purchaser or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); andits counsel may reasonably request. (b) Purchaser shall deliver to Seller Sellers’ Representative: (i) payment, by wire transfer of immediately available funds to one or more accounts a bank account designated in writing by Seller Sellers’ Representative (such designation to be made at least five two (2) Business Days prior to before the Closing Date), in of immediately available funds an amount equal to (A) the Purchase Price, plus or minus, as applicable, Price minus (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 Cortezi Rollover Amount (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date PaymentAmount”), ; and (ii) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), (iii) counterparts of the Intellectual Property License each Ancillary Agreement, the Site Services Agreementsif any, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser and (iv) all such other certificates and documents required to be delivered to Seller at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (which it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing Dateis a party.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (a) Seller shall deliver or cause to be delivered (i) to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or stock certificates representing evidencing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed theretoNanobeak Shares, free and clear of all Liens (other than Liens created Encumbrances, duly endorsed in blank or accompanied by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller stock powers or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating duly executed in blank, with all required stock transfer tax stamps affixed thereto in the name of Seller or its designated assignee; (ii) 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 consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transferred Assets documents to be delivered hereunder; (other than iv) a good standing certificate (or its equivalent) for Buyer from the assets secretary of state or similar Governmental Authority of the Transferred Entity)jurisdiction under the Laws in which Buyer is organized; and (v) such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, in each case transferring such Transferred Asset Seller shall deliver to Purchaser Buyer: (i) stock certificates evidencing the Vantage Shares, free and clear of any Liens all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (other than Permitted Liens and Liens created by Purchaser), (Bii) counterparts a certificate of the Intellectual Property License AgreementSecretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each consummation of the IDB Lease Assignment transactions contemplated hereby, and Assumption Agreements duly executed by Seller or that all such resolutions are in full force and effect and are all the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller resolutions adopted in connection with the transactions contemplated sale hereby and thereby; (iii) a certificate of the Business Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and (D) all such signatures of the officers of Seller authorized to sign this Agreement and the other certificates and documents required to be delivered to Purchaser at hereunder; (iv) resignations of the directors and officers of the Company listed on Section 2.04(b)(iv) of the Disclosure Schedules; (v) a good standing certificate (or prior to its equivalent) for each of Seller and the Closing pursuant to this Agreement Company from the secretary of state or any Ancillary Agreement similar Governmental Authority of the jurisdiction under the Laws in which each of Seller and the Company is organized; (vi) stock certificates evidencing the documents Vantage Shares, free and clear of Encumbrances, duly endorsed in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, blank or accompanied by stock powers or other instruments of transfer, agreements transfer duly executed in blank and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located)all required stock transfer tax stamps affixed; and (bvii) Purchaser shall deliver to Seller (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), (ii) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), (iii) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser and (iv) all such other certificates documents or instruments as Buyer reasonably requests and documents required are reasonably necessary to be delivered to Seller at or prior to consummate the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates transactions contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DateAgreement.

Transactions to be Effected at the Closing. At the Closing: (a) Seller shall will deliver or cause to be delivered to Purchaser: (i) to Purchaser orappropriately executed deeds, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred EntityIntellectual Property), it being understood in each case transferring that such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) 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 (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, assignments and other instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall transfer will not require Seller or any Seller Affiliate to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement; (ii) an officer’s certificate signed by a senior officer of Seller to the effect set forth in Sections 7.02(a), (b) and (d); (iii) an officer’s certificate signed by a senior officer of Seller certifying (A) that the board of directors, or other managing body of Seller has adopted resolutions authorizing Seller’s entry into this Agreement or and the consummation by Seller of the transactions contemplated by this Agreement, and (B) a specimen signature of an officer duly authorized thereby to execute this Agreement and the Ancillary Agreements; providedAgreements on behalf of Seller or any Seller Affiliate; (iv) a certificate of Seller’s non-foreign status complying with the provisions of United States Treasury Regulation Section 1.1445-2(b); (v) an appropriately executed counterpart of the Pharmacy Operating Agreement; (vi) an appropriately executed counterpart of the Clinic Operating Agreement; (vii) an appropriately executed counterpart of the Transition Services Agreement; (viii) an appropriately executed counterpart of the Pharmacy Master License Agreement; (ix) an appropriately executed counterpart of the Clinic Master License Agreement; (x) an appropriately executed counterpart of the File Transfer Agreement; (xi) an appropriately executed counterpart of the Master Lease Agreement; (xii) one or more appropriately executed Powers of Attorney, however, that substantially in the deeds form attached hereto as Exhibit F (“Power of Attorney”); (xiii) all appropriately executed lease or license agreements with respect to the Real Properties of the Business necessary for the Owned Real Property shall be bargain continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing; (xiv) duly executed assignments of the U.S. trademark registrations and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent applications and patents and patent applications included in the jurisdiction where Transferred Intellectual Property, in a form suitable for recording in the Owned Real Property is located)U.S. Patent and Trademark Office, a release of any liens and confirmation of recording of such release to the extent applicable to any Transferred Intellectual Property, and a general assignment for all other Transferred Intellectual Property; and (xv) such documents of further assurance reasonably necessary and typical for transactions similar to the Acquisition, in form and substance reasonably satisfactory to Purchaser, in order to complete the Acquisition. (b) Purchaser shall will deliver to Seller Seller: (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days three business days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minus, as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to the Closing Date, of each adjustment to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), ; (ii) duly appropriately executed counterparts to such deeds, bills of the Asset Conveyance Documentssale, assignments and other instruments of transfer, and duly appropriately executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), Liabilities; (iii) counterparts an officer’s certificate signed by a senior officer of Purchaser to the effect set forth in Sections 7.03(a) and (b). (iv) an appropriately executed counterpart of the Intellectual Property License Pharmacy Operating Agreement, ; (v) an appropriately executed counterpart of the Site Services Agreements, Clinic Operating Agreement; (vi) an appropriately executed counterpart of the Transition Services Agreement, the Fiber Supply Agreements and each ; (vii) an appropriately executed counterpart of the IDB Pharmacy Master License Agreement; (viii) an appropriately executed counterpart of the Clinic Master License Agreement; (ix) an appropriately executed counterpart of the File Transfer Agreement; (x) an appropriately executed counterpart of the Master Lease Assignment Agreement; and (xi) such documents of further assurance reasonably necessary and Assumption Agreements duly executed by Purchaser and (iv) all such other certificates and documents required to be delivered to Seller at or prior typical for transactions similar to the Closing pursuant Acquisition, in form and substance reasonably satisfactory to this Agreement or any Ancillary Agreement (Seller, in order to complete the documents in clauses (ii) and (iv), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing DateAcquisition.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer shall: (a) Seller shall deliver or cause to be delivered (i) deposit with the Escrow Agent an amount equal to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and Adjustment Escrow Amount; (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating pay to the other Transferred Assets Shareholders, on behalf of Xxxxxx, an amount equal to the Estimated Closing Payment (other than by transfer of immediately available funds in accordance with the assets Payment Spreadsheet); (iii) deliver to the Representative an escrow agreement substantially in the form of Exhibit B hereto (the Transferred Entity“Escrow Agreement”), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller the Buyer; (iv) deliver to Holdco all documents, instruments or certificates necessary to transfer the relevant member of Transferred Interests to the Seller GroupBuyer; and (v) deliver to the Shareholders all other documents, (C) a complete and correct copy (recorded on a DVD instruments or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) all such other certificates and documents required to be delivered to Purchaser by the Buyer at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (iincluding Section 7.3 hereof), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); and. (b) Purchaser shall deliver to Seller (i) paymentAt the Closing, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), in an amount equal to (A) the Purchase Price, plus or minusShareholders, as applicable, (B) estimatesshall deliver, prepared by Seller and delivered or cause to Purchaser at least five Business Days prior be delivered, to the Closing DateBuyer: (i) a certificate or certificates representing the Transferred Interests, duly endorsed or accompanied by stock powers duly endorsed in blank and with all required stock Transfer Tax stamps affixed; (ii) all other documents and instruments necessary to vest in the Buyer all of each adjustment the Holdco’s right, title and interest in and to the Purchase Price under Section 2.03 Transferred Interests, free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments and Contracts of any kind; (the amount iii) all copies of the Purchase Price plus consents, approvals and notices (if any) listed on Schedule 2.3(b)(iii) obtained or minusprovided, as the case may be, such estimates in form and substance satisfactory to the Buyer; (iv) the Escrow Agreement, duly executed by the Representative; (v) evidence of adjustments under the termination of any Contracts between the Acquired Companies, on the one hand, and any Shareholder, any Affiliate of a Shareholder or any family member of a Shareholder, on the other hand, as set forth in Section 2.03 being hereinafter called 6.4; (vi) the Books and Records; (vii) the Landlord Estoppel Certificates, in form and substance satisfactory to the Buyer; (viii) customary payoff letters from the holders of Indebtedness with respect to Indebtedness of the type described in clauses (a) and (b) of the definition of Indebtedness (the “Closing Date PaymentIndebtedness for Borrowed Money”), including appropriate releases of all security interests recorded against the Acquired Companies’ assets and termination of any guarantees (iiin each case, in a form and substance reasonably satisfactory to the Buyer); (ix) duly executed counterparts signed resignations (including releases of claims) in form and substance reasonably satisfactory to the Buyer, effective as of the Asset Conveyance DocumentsClosing, of (A) all members of the boards of directors or managers (as applicable) of each of the Acquired Companies of their positions as directors or managers (as applicable) and (B) if requested by the Buyer prior to the Closing, any officers of any Acquired Company of their positions as officers; (x) a copy of (A) the certificate of incorporation, as amended (or similar incorporation or formation documents), of each Acquired Company, certified, as applicable, by the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a date reasonably promptly prior to the Closing and accompanied by a certificate of the Secretary or other appropriate officer of each such entity, dated as of the Closing, stating that no amendments have been made to such certificate of incorporation (or similar incorporation or formation documents) since such date and (B) all other Organizational Documents of each Acquired Company, certified by the Secretary or other appropriate officer of each such entity; (xi) good standing certificates for each Acquired Company that is a United States entity from the Secretary of State of the jurisdiction in which case such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which Acquired Company is qualified to do business as a foreign corporation, in each case dated as of a date not earlier than five (5) Business Days prior to the Closing; (xii) good standing certificates for each Acquired Company that is not a United States entity from the jurisdiction in which case such entity is incorporated or organized, in each case dated as of a date not earlier than five (5) Business Days prior to the Closing; (xiii) a certificate signed by the Secretary or Assistant Secretary of the Company and Holdco, dated as of the Closing Date, certifying as to (A) the accuracy and full force and effect of resolutions adopted by the board of directors of the Company and Holdco regarding this Agreement and the transactions contemplated hereby and attached as one or more exhibits to such certificate, (B) the accuracy and full force and effect of resolutions adopted by the Shareholders, the Company and Holdco regarding this Agreement and the transactions contemplated hereby and attached as one or more exhibits to such certificate, and (C) the names and signatures of the trustees, officers, or other persons of the Shareholders, Holdco and the Company authorized to sign this Agreement; (xiv) a properly prepared and duly executed assumption agreements and other instruments IRS Form W-9 of assumption providing for the assumption of the Assumed Liabilities Holdco; (other than the Liabilities of the Transferred Entity), (iiixv) counterparts of the Intellectual Property License assignment agreements substantially in the form of Exhibit E hereto (the “Intellectual Property Assignment Agreement”), the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser each of Xxxxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx; (ivxvi) such documents as may reasonably be requested by the Buyer; and (xvii) all such other documents, instruments or certificates and documents required to be delivered to Seller by the Shareholders, and the Representative as applicable, at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (ii) and (ivincluding Section 7.2 hereof), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing Date.

Transactions to be Effected at the Closing. At the Closing:, (a) Seller shall will deliver or cause to be delivered Purchaser: (i) to Purchaser orthe Escrow Agreement, if requested executed by PurchaserSeller; (ii) the Xxxx of Sale and Assignment and Assumption Agreement, in the form attached hereto as Exhibit B hereto (the “Xxxx of Sale and Assignment and Assumption Agreement”), executed by Seller; (iii) one or more Purchaser Subsassignment and assumption agreements, in the form attached hereto as Exhibit C hereto (each, an “Intellectual Property Assignment”), and other required assignment or conveyance documents, in form and substance reasonably satisfactory to Purchaser, providing for the assignment of the Purchased Intellectual Property to Purchaser, executed by the Seller; (iv) with respect to each Owned Real Property, a certificate or certificates representing the Transferred Equity Interestsspecial warranty deed under applicable law (each, a “Deed”), in form and substance reasonably satisfactory to Purchaser, duly endorsed executed by Seller for transfer Seller; (v) landlord waivers/consents executed by the landlords under the Leased Real Property in form and substance reasonably satisfactory to Purchaser or if, and to the extent, expressly required by any applicable Purchaser SubsReal Property Lease that is not an Excluded Contract; (vi) a Seller non-foreign status FIRPTA certificate meeting the requirements of Section 1445(b)(2) of the Code and the regulations promulgated thereunder; (vii) a certificate of the Chief Executive Officer of Seller, dated as of the Closing Date, as applicableto the matters set forth in Section 8.2(a), Section 8.2(b), and Section 8.2(d). (viii) copies of the resolutions or consents of the board and stockholders, as required, of Seller authorizing and approving this Agreement and the transactions contemplated hereby, certified by a duly authorized representative of such company to be true and complete and in each case with full force and effect and unmodified as of the Closing Date; (ix) copies of any third party and governmental consents, approvals and waivers (including landlord waivers/consents as required stock transfer stamps affixed thereto, free by any applicable Leased Real Property leases) that are listed on Schedule 5.3(b) of the Disclosure Schedules and clear of that have been obtained prior to the Closing Date; (x) evidence satisfactory to Purchaser that all Liens (other than Liens created by Purchaser), and (iiPermitted Liens) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis Purchased Assets have been released; (xi) originals or copies of all Books and Records; and (xii) an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity)Seller, in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaserthe form attached hereto as Exhibit E(“Seller’s Affidavit”), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) 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 (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale deeds with covenants against grantor’s acts (also known as “special warranty” deeds) or the equivalent in the jurisdiction where the Owned Real Property is located); and. (b) Purchaser shall will deliver to Seller Seller: (i) payment, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least five Business Days prior to the Closing Date), Date Payment in an amount equal to accordance with Section 3.2; (Aii) the Purchase PriceEscrow Agreement, plus or minusexecuted by Purchaser; (iii) the Xxxx of Sale and Assignment and Assumption Agreement, executed by Purchaser; (iv) the Intellectual Property Assignment, executed by Purchaser; and (v) a certificate of the Chief Executive Officer of Purchaser, dated as applicable, (B) estimates, prepared by Seller and delivered to Purchaser at least five Business Days prior to of the Closing Date, of each adjustment as to the Purchase Price under Section 2.03 (the amount of the Purchase Price plus or minus, as the case may be, such estimates of adjustments under Section 2.03 being hereinafter called the “Closing Date Payment”), (ii) duly executed counterparts of the Asset Conveyance Documents, and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities (other than the Liabilities of the Transferred Entity), (iii) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Purchaser and (iv) all such other certificates and documents required to be delivered to Seller at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents matters set forth in clauses (iiSections 8.3(a) and (iv8.3(b), collectively, the “Liabilities Assumption Documents”) (it being understood that the deeds, bills of sale, assignments, instruments of transfer and other documents referred to in clauses (ii) and (iv) above shall not require Purchaser to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements). Seller shall prepare the estimates contemplated by clause (i)(B) of this Section 2.02(b) in good faith based upon available information and shall provide Purchaser with reasonable supporting documentation for the calculation of such estimates and reasonable access to the personnel of Seller and the other members of the Seller Group responsible for preparing such estimates. Seller shall consider in good faith any proposed revisions to such estimates asserted by Purchaser prior to the Closing. No position taken by Purchaser or Seller prior to the Closing with respect to such estimates nor any failure of Purchaser to object to such estimates shall prejudice the rights of the parties with respect to the post-Closing adjustments provided in Section 2.03 or delay or postpone the Closing Date.