Common use of Actions at Closing Clause in Contracts

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer the Company Stockholders will pay produce and deliver to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of Buyer: (i) stock duly executed transfers of the Shares in favour of the Buyer (or as it will direct) together with all relevant share certificates evidencing ("the ESP Stock, Certificates" (or in the case of any lost certificate an indemnity satisfactory to the Buyer in relation to it) and together also with such waivers and consents as may be required to enable the Buyer and its nominee(s) to be registered as the holders of the Shares; (ii) if requested by the Consulting Buyer written resignations from all or any directors and the secretary of each Subsidiary and the Company by whose name an asterisk appears in Schedule IV in the agreed terms; (iii) a Registration Rights Agreement referenced in Section 2 of this Agreement, the agreed form to be made between the parties hereto and executed by them; (iv) if requested by the BuyerBuyer duly executed powers of attorney from any or all of the Company Stockholders granted to the Buyer in the agreed terms in respect of the Shares pending registration; and (v) a written resolution of the Company Stockholders in the agreed terms: (1) altering the Bye-Laws of the Company to remove the pre- emption rights on transfer contained therein; and (2) approving the transfers referred to in Article 1.3 (a) (i) for registration in the books of the Company. (b) GLAR the Company Stockholders will deliver to procure that: (i) any persons nominated by the Buyer copies of necessary resolutions are appointed as additional directors of the Board Company (subject to any maximum number of Directors directors imposed by the relevant articles of GLAR authorizing the execution, deliveryassociation), and performance of this Agreement and any person nominated by the other agreements contemplated by this Agreement for GLAR's execution, and consummation Buyer is appointed as secretary of the transactions contemplated by this Agreement, which resolutions have been certified by an officer Company; and (ii) a resolution of GLAR as being valid and the directors of the Company is passed effecting the exchange of options referred to in full force and effectSection 1.4 below. (c) the Buyer will shall deliver to GLAR copies each Company Stockholder or their respective nominees a global certificate for the number of corporate resolutions Initial Shares (as defined in Section 1.4 below) and shall pay to the Stockholders' Representative on behalf of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation Company Stockholders that part of the transactions contemplated Cash Payment payable to them (in accordance with Section 1.4 below) by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and wire transfer in full force and effect. (d) GLAR and the Company will each deliver immediately available funds to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated account stated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.Section 1.6

Actions at Closing. (a) At the Closing, Seller shall execute and deliver to Buyer an assignment of the following actions will take place: Securities in the form attached hereto as Exhibit “G” (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer.“Assignment”); (b) GLAR will At the Closing, Seller shall execute and deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated a certificate by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an a senior officer of GLAR as being valid Seller certifying with respect to the matters set forth in Sections 12.01 and in full force and effect.12.02; (c) Buyer will At the Closing, EnergyQuest shall deliver to GLAR copies Buyer an affidavit pursuant to Internal Revenue Code Section 1445, in the form of corporate resolutions of the Board of Directors of Buyer authorizing the executionExhibit “F”, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effectcertifying that such Seller is not a foreign person. (d) GLAR At the Closing, Seller shall execute, acknowledge and deliver any other agreements provided for herein or necessary to effectuate the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Datetransactions contemplated hereby. (e) Each party to At the Consulting Agreement Closing, Buyer shall have executed it execute and delivered deliver a counterpart of the signed copy to the other party to the Consulting Agreement.Assignment; (f) The Board At the Closing, Buyer shall execute and deliver a certificate by a senior officer of Directors Buyer certifying with respect to the matters set forth in Sections 13.01 and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously.13.02; (g) Immediately prior At the Closing, Buyer shall execute, acknowledge and deliver any other agreements provided for herein or necessary to their resignation, effectuate the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accountstransactions contemplated hereby. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence At the Closing, upon and effect the sale, assignment, transfer and against delivery of the GLAR Stock Assignment and other instruments described in this Section 15.03: (i) Buyer shall pay to the BuyerEscrow Agent out of the Adjusted Purchase Price, for deposit in the Escrow Account, the Indemnity Escrow Amount; (ii) Buyer shall pay to the Escrow Agent out of the Adjusted Purchase Price, for deposit in the Escrow Account, the amount of any Title Defect Values for any uncured Title Defects as provided in Section 6.05, net of the Title Benefit Values; (iii) Buyer shall pay to the Escrow Agent out of the Adjusted Purchase Price, for deposit in the Escrow Account, the amount of any Environmental Defect Values for any uncured Environmental Defects as provided in Section 7.04; and (iv) Buyer shall pay the Adjusted Purchase Price, less the amounts paid by Buyer to the Escrow Agent pursuant to Sections 15.03(k)(i), 15.03(k)(ii) and 15.03(k)(iii), if any, to Seller by bank wire, as designated in advance by Seller under Section 2.02. (i) Each Seller shall execute and deliver a clearance certificate or similar document reasonably requested by the Buyer which may be required by any state or local taxing authority in order to relieve the Buyer of any obligation to withhold any portion of the Adjusted Purchase Price. (j) At the Closing, or as soon as practicable thereafter, Seller and Buyer agree to furnish to each other any and all information and documents reasonably required to comply with tax and financial reporting requirements and audits.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to GLAR Seller the Purchase Price as described in Section 1.3 1.2 of this Agreement by issuance and delivery of (i) stock certificates evidencing $10,000 in cash in accordance with written wire instructions provided by Seller to Buyer prior to the ESP Stock, Closing and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the BuyerNote. (b) GLAR Seller will execute and deliver to Buyer a b▇▇▇ of sale in the form attached to this Agreement as Exhibit D (collectively, the “B▇▇▇ of Sale”), transferring to Buyer title to the Acquired Assets. (c) Seller will deliver to Buyer copies of necessary resolutions of the Board manager and members of Directors of GLAR Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement (including the B▇▇▇ of Sale) for GLAR's Seller’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR Seller as being valid and in full force and effect. (cd) Buyer will deliver to GLAR Seller copies of corporate resolutions of the Board of Directors of the Buyer authorizing the execution, delivery delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's ’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer or the manager of Buyer as being valid and in full force and effect. (de) GLAR and the Company Each party will each deliver to the other party true and complete copies of each party's ’s Certificate of Incorporation or Organization and a Certificate of Good Standing from the appropriate official of each party's ’s jurisdiction of incorporationincorporation or organization, which certificates and certificates of good standing are dated not more than 30 days a reasonable time prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock Acquired Assets to the Buyer.

Actions at Closing. (a) At the Closing, the following actions will take placeUCBN shall deliver to GABC: (ai) Buyer will pay a certified copy of the articles of incorporation and bylaws of UCBN, as amended, and a certified copy of the articles of incorporation and bylaws of United Commerce, as amended; (ii) a certificate signed by the Chief Executive Officer of UCBN, dated as of the Effective Time, stating, to GLAR the Purchase Price as described best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 1.3 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of UCBN have been complied with in all material respects from the date of this Agreement by delivery through and as of (i) stock certificates evidencing the ESP Stock, Effective Time; and (iiC) UCBN and United Commerce have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Consulting Agreement referenced in Section 2 Closing Date; (iii) certified copies of the resolutions of UCBN's Board of Directors and shareholders, approving and authorizing the execution of this Agreement, executed by Agreement and the Buyer.Plan of Merger and authorizing the consummation of the Holding Company Merger; (biv) GLAR will deliver to Buyer copies a certified copy of necessary the resolutions of the Board of Directors of GLAR authorizing United Commerce and of its shareholder, as required for valid approval of the execution, delivery, and performance execution of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated Bank Merger; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that UCBN is duly organized and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that United Commerce is duly organized and exists under the IFIA; (vii) a certified list of the holders of UCBN Common of record as of the close of business on the Closing Date showing, by this Agreementholder and in the aggregate, the number of shares of UCBN of record as of such time; (viii) a certified list of those holders of UCBN Common of record as of the close of business on the Closing Date who are Dissenting Shareholders and the number of shares of UCBN Common as to which resolutions each of them are Dissenting Shareholders; and (ix) any title affidavits or documents required by the Title Company (as defined in Section 4.08) to issue the Title Policies (as defined in Section 4.08). (b) At the Closing, GABC shall deliver to UCBN: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by UCBN, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified by an officer copy of GLAR the resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Plan of Merger and the consummation of the Holding Company Merger; (iii) A certified copy of the resolutions of German American's Board of Directors and shareholder, as being required for valid approval of the execution of this Agreement and in full force the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and effectGerman American each exist under the IBCL and IFIA, respectively. (c) Buyer will At the Closing, GABC and UCBN shall execute and/or deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery one another such other documents and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if anyinstruments, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer take such other actions as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in order to cause accordance with the designees provisions of the Buyer to be the signatories on all GLAR bank accounts. (hARTICLE I of this Agreement) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the BuyerIndiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the appropriate fees.

Actions at Closing. (a) At the Closing, the following actions will take placeRVB shall deliver to GABC: (ai) Buyer will pay a certified copy of the articles of incorporation and bylaws of RVB, as amended, certified copies of the articles of incorporation and bylaws, as amended, of River Valley Financial, Insurance, Madison, Investment Sub 1, Investment Sub 2, certified copies of the articles of organization and operating agreement of Portfolio, as amended, and the certified organizational documents of the Trust; (ii) a certificate signed by the President and Chief Executive Officer of RVB, dated as of the Effective Time, stating, to GLAR the Purchase Price as described best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 1.3 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of RVB have been complied with in all material respects from the date of this Agreement by delivery through and as of (i) stock certificates evidencing the ESP Stock, Effective Time; and (iiC) RVB and River Valley Financial have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Consulting Agreement referenced Closing Date; (iii) certified copies of the resolutions of RVB’s Board of Directors and shareholders, approving and authorizing the amendment to the Articles of Incorporation of RVB as set forth in Section 2 Exhibit 1.09(a)(iii) attached hereto (“Articles of Amendment”), the execution of this Agreement, executed by Agreement and the Buyer.Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (biv) GLAR will deliver to Buyer copies a certified copy of necessary the resolutions of the Board of Directors of GLAR authorizing River Valley Financial and of its shareholder, as required for valid approval of the execution, delivery, and performance execution of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the Bank Merger; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that RVB is duly organized and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that River Valley Financial is duly organized and exists under the IFIA; (vii) a certificate of the Indiana Secretary of State, dated a recent date, stating that Madison is duly organized and exists under the IBCL; (viii) certificates of the Nevada Secretary of State, dated a recent date, stating, respectively, that Insurance, Investment Sub 1, Investment Sub 2, and Portfolio are duly organized and in good standing in the State of Nevada; (ix) a certificate of the Connecticut Secretary of State, dated of a recent date, stating that the Trust is duly organized and exists in the State of Connecticut; and (x) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (xi) employment agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xi) (the “▇▇▇▇▇▇▇▇▇ Employment Agreement”), executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xii) employment agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xii) (the “▇▇▇▇▇▇▇ Employment Agreement”), executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (xiii) employment agreement between ▇▇▇▇ ▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xiii) (the “Muessel Employment Agreement”), executed by ▇▇▇▇ Mussel; (xiv) executed Releases With Respect to Employment Agreements between RVB and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in the form of Exhibit 5.06(n) hereto, as applicable, and the Release appended thereto; and (xv) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Schedule 2.02(e) of the RVB Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to RVB: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by RVB, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively; (v) the ▇▇▇▇▇▇▇▇▇ Employment Agreement, which resolutions have been certified executed by an officer of GLAR as being valid and in full force and effectGerman American; (vi) the ▇▇▇▇▇▇▇ Employment Agreement, executed by German American; and (vii) the Muessel Employment Agreement, executed by German American. (c) Buyer will At the Closing, GABC and RVB shall execute and/or deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery one another such other documents and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if anyinstruments, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer take such other actions as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in order to cause accordance with the designees provisions of the Buyer to be the signatories on all GLAR bank accounts. (hArticle I of this Agreement) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the BuyerIndiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the appropriate fees.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to GLAR Seller the Cash Payment and Stock Payment of the Purchase Price as pursuant to the distribution described in Section 1.3 1.2 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stockappropriate amount of cash or cash equivalent which will be deposited in a single account designated by Seller in a writing delivered to the Buyer prior to the Closing, and (ii) stock certificates evidencing the Consulting Agreement referenced in Section 2 of this Agreement, executed by the BuyerStock Payment. (b) GLAR Seller will tender to the Company certificates and any other documents (Including ALL historical records- up to the closing date) evidencing the UCI Stock. (c) UCI will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR UCI authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's UCI execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR UCI as being valid and in full force and effect. (cd) Buyer will deliver to GLAR UCI copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated contemplateD by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (de) GLAR and the Company UCI will each deliver to the other party Buyer true and complete copies of each party's UCI' Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's UCI' jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At Subject to the terms and conditions set forth in this Agreement, at the Closing, the following actions will take place: (a) the Company shall deliver to the Buyer will pay and Acquisition Sub the various certificates, instruments and documents referred to GLAR the Purchase Price as described in Section 1.3 6.3; (b) the Buyer and Acquisition Sub shall deliver to the Company the various certificates, instruments and documents referred to in Section 6.2; (c) the Surviving Partnership shall file with the Secretary of this Agreement by delivery State of the State of Delaware the Certificate of Merger; (d) the Escrow Agent shall retain the Deposits and any income earned thereon and hold such amounts in escrow (such aggregate amounts the "Indemnification Escrow Amount" in interest-bearing accounts pursuant to and in accordance with the terms and provisions of the escrow agreement to be executed at the Closing in the form of Exhibit D attached hereto (the "Indemnification Escrow Agreement") for the purpose of securing (i) stock certificates evidencing the ESP Stockobligations of the Partners under Section 2.8(d) hereof to pay the Balance Sheet Adjustment Amount, if any, to the Buyer, and (ii) the Consulting Agreement referenced indemnification obligations of the Partners set forth in Section 2 Article VII of this Agreement. The Indemnification Escrow Amount shall be held as trust funds and shall not be subject to any lien, executed by attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the Buyer.purposes and in accordance with the terms of the Indemnification Escrow Agreement; (be) GLAR will the Buyer shall deliver to Buyer copies of necessary resolutions each of the Board Partners by wire transfer of Directors immediately available funds, pursuant to the wiring instructions for such Partner delivered within two (2) Business Days prior to the Closing, the Per Interest Cash Payment for such Partner, which funds shall, in the aggregate, equal Seven Hundred Forty Two Million Dollars ($742,000,000) less the Indemnification Escrow Amount, the amount of GLAR authorizing the execution, deliveryArrowhead Escrow, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation amount paid into the Holdback Escrow or into the control of the transactions contemplated by this AgreementIndemnification Representative pursuant to Section 2.7(f) hereof, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect.amount so reduced is further subject to adjustment pursuant to Section 2.8 hereof (the "Net Purchase Price"); (cf) Buyer will deliver pursuant to GLAR copies of corporate resolutions written notice and instruction of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this AgreementCompany, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. notice shall be delivered no later than five (d5) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days Business Days prior to the Closing Date., the Buyer shall deliver at Closing by wire transfer of immediately available funds, cash in an amount specified in such notice into the Holdback Escrow or into the control of the Indemnification Representative in accordance with the written instructions provided by the Company in such notice; and (eg) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated unless otherwise agreed in writing by the Buyer, Buyer and will resign simultaneously. (g) Immediately prior to their resignationthe Company, the then directors Buyer shall deliver by wire transfer of immediately available funds, cash in an amount equal to Five Hundred Thousand Dollars ($500,000) into an escrow account established by the Company and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock subject to the Buyergeneral terms and conditions applicable to the Indemnification Escrow Amount under the Indemnification Escrow Agreement, but which shall be an escrow account separate from the other Indemnification Escrow Amounts (such escrow arrangement, the "Arrowhead Escrow").

Actions at Closing. At The Parties hereby agree that, on the Closing Date, at Closing, the following actions will transactions, effective simultaneously and in one act, shall take place: (a) Buyer will pay The First Installment shall be delivered by the Escrow Agent to GLAR the Purchase Price as described Sellers in Section 1.3 accordance with the terms and conditions of this the Escrow Agreement (including any accrued interest thereon, if any); (b) The Second Installment shall be paid and delivered by delivery the Buyers to the Sellers by means of a wire transfer to the following account Bank: Account Number: Account Name: ; (c) The Sellers shall cause the Company to hold a unanimous shareholders’ meeting whereby (i) stock certificates evidencing the ESP StockSellers shall approve the financial statements corresponding to the fiscal year ended on December 31, 2009, unless this approval takes place before the Closing Date, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions members of the Board of Directors and of GLAR authorizing the execution, deliverySupervisory Committee of the Company submit their resignations, and waive any past, present or future claim they may have against the Company, the Sellers or the Buyers. The shareholders’ meeting shall approve such resignations shall approved the performance of this Agreement the resigning members and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors designated by the Buyers; (d) The Sellers shall deliver to the Buyer an appropriate notice of transfer of the Shares signed by each Seller and new executive officers addressed to replace themthe President of the Company pursuant to Section 215 of the Argentine Companies Law No 19,550, as designated in writing by the Buyeramended, and will resign simultaneously.the Buyers shall be registered as sole owners of one hundred percent (100%) of the Shares of the Company in the Share Registry Book of the Company; (e) The Buyers shall deliver to the Sellers the officer’s certificate required by Section 3.02 and a special release for the members of the board of directors of the Company as of the date of this Agreement in accordance with the form attached hereto as Annex 4.01(e); (f) The Sellers shall deliver to the Buyers the officer’s certificate required by Section 3.03; (g) Immediately prior The Sellers shall deliver to their resignation, the then directors and executive officers of GLAR will immediately execute Buyers the share certificates representing all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts.Shares; (h) Any additional documents or instruments Pinnacle Entertainment, Inc. and the Buyers shall authorize, execute and deliver a Trademark Transfer Agreement substantially in the form attached hereto as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the BuyerAnnex 4.02(h).

Actions at Closing. At the Closing, the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered: 8.4.1. Each Seller shall deliver to the Purchaser (aas applicable) Buyer will pay to GLAR (the Purchase Price as described in Section 1.3 of this Agreement by delivery of “Transaction Documents”): (i) stock certificates evidencing executed deeds, bills of sales, endorsements, assignments, registrations and other instruments of transfer and conveyance, in form and substance reasonably satisfactory to the ESP StockPurchaser as shall be effective to vest in the Purchaser all of the right, title and interest of the Sellers in the Acquired Assets, free and clear of any Encumbrances, including without limitation Landlord and Sublandlord Consent Letter attached hereto as Schedule 2.4.1, a bill of sale attached hereto as Schedule 2.4.2(b), the Patent Assignment letters attached hereto as Schedule 2.1.4, and the Assigned Contracts attached hereto as Schedule 2.6; (ii) a copy of the Consulting Agreement referenced in Section 2 resolutions adopted by the board of directors of each Seller approving and authorizing this Agreement, executed the Transaction Documents and all ancillary agreements and documents as provided hereunder and the transactions contemplated hereby; (iii) valid tax invoices issued by the Buyer.Sellers addressed to the Purchaser, covering the Estimated Purchase Price paid to the Sellers pursuant to this Agreement; (biv) GLAR will deliver all filings, notifications and consents with, to Buyer copies of necessary resolutions of or from governmental authorities or any third parties, on terms acceptable to the Board of Directors of GLAR authorizing Purchaser, acting reasonably so that the execution, delivery, and performance of this Agreement and the other agreements transaction contemplated by this Agreement for GLAR's executionmay be completed without resulting in the violation of, or default under, or any termination, amendment or acceleration of any obligation, right or benefit of the Acquired Assets; (v) a certificate of the Sellers Chief Executive Officer confirming Section 8.5.1 and consummation Section 8.5.2; (vi) the Lock-Up Agreement; (vii) a waiver of the non-competition and/or non-solicitation provisions contained in the employment agreements between the Sellers and any Transferred Personnel; (viii) such other documents, instruments and certificates as may be reasonably requested to effect the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver 8.4.2. The Purchaser shall submit the Cash Consideration to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and NRGene CN all in full force and effectaccordance with Section 5.1.3 above. (d) GLAR and 8.4.3. The Purchaser shall issue the Company will each deliver Equity Consideration to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing DateNRGene IL all in accordance with Section 5.2 above. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay deliver to GLAR Seller a certificate evidencing Buyer’s obligation to issue the Purchase Price as described Shares to Seller in Section 1.3 of the form attached to this Agreement by delivery of as Exhibit B (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer“Certificate”). (b) GLAR Seller will execute and deliver to Buyer a ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit A (the “▇▇▇▇ of Sale”), transferring to Buyer’s Subsidiary title to the Acquired Assets free and clear of all encumbrances, liens or claims. (c) Seller will deliver to Buyer copies of necessary resolutions of the Board of Directors and majority shareholders of GLAR Seller authorizing the execution, delivery, delivery and performance of this Agreement and the other agreements contemplated by this Agreement (including the ▇▇▇▇ of Sale) for GLAR's Seller’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR Seller as being valid and in full force and effect. (cd) Buyer will deliver to GLAR Seller copies of corporate resolutions of the Board of Directors directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's ’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (de) GLAR and the Company Seller will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior buyer executed consulting agreement relating to the Closing Date. (e) Each party work to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreementbe performed on Robot Fruit software. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect affect the sale, assignment, transfer and delivery of the GLAR Stock Acquired Assets to the Buyer’s Subsidiary.

Actions at Closing. (a) At the Closing, the following actions will take placeSeller shall: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing cause the ESP Stock, and Company to keep available its share ledger with changes of ownership duly noted; (ii) have delivered to Purchaser copies of each of the Consulting Agreement referenced in Section 2 following for the Company certified to its satisfaction by an officer of this Agreementthe Company: (A) the Company’s organizational documents, executed certified by the Buyerappropriate governmental authority as of a recent date; (B) a certificate of the appropriate governmental authority as of a recent date as to the legal existence and registration of the Company; (iii) have caused Scandinavian Airlines System to extend its existing agreement with the Company dated April 7, 2005 and effective as of January 1, 2005, and caused SAS Braathens A/S to extend their existing agreement with the Company dated as of September 26, 2004 (copies of which are attached hereto as Exhibit 1.6(a)(iii)) for a term to expire on November 30, 2008, pursuant to and in accordance with the form of Extension Agreements attached hereto as Exhibit 1.6(a)(iii); (iv) have caused all intercompany receivables owed to the Company or the Subsidiary by Seller or any of its subsidiaries or Affiliates (other than the Company and its Subsidiary) to be brought current as of the Closing Date and any cash balances of the Company held in Seller accounts as of the Closing Date shall be paid or released to the Company; and (v) have delivered the resignations of each of the members of the respective boards of directors of the Company and the Subsidiary (other than the employee representatives). (b) GLAR will deliver to Buyer copies At Closing, the Purchaser shall: (i) against delivery by the Seller of necessary resolutions documentation of completion of the Board matters set forth in and in accordance with Section 1.6(a), pay the Estimated Purchase Price in accordance with Section 1.2(c); and (ii) cause an extra shareholders meeting of Directors the Company and Subsidiary to be held in order to appoint new directors of GLAR authorizing the execution, delivery, and performance board of this Agreement directors of the Company and the other agreements contemplated by this Agreement for GLAR's execution, and consummation Subsidiary in replacement of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effectthose directors who resign at Closing. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the executionAt Closing, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each party hereto shall deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which all certificates and certificates of good standing are dated not more than 30 days prior other documents required to the Closing Date. (e) Each be delivered by such party to the Consulting under this Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members any of the Board of Directors and new executive officers to replace them, as designated in writing agreements contemplated hereby that are entered into by the Buyersuch party, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors all such other certificates and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a such other party may reasonably request or as may be necessary to evidence and effect require in connection with the sale, assignment, transfer and delivery of the GLAR Stock to the BuyerTransactions.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to GLAR Seller the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing a cashier’s check for the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the BuyerPurchase Price. (b) GLAR XsunX new Board of Directors will issue warrants to purchase XsunX common stock to the current directors of XsunX evidencing the Director Warrants. (c) Seller will tender to the Buyer certificates and any other documents (including all historical records relating to the certificates up to the Closing Date) evidencing the XsunX Stock, duly endorsed for transfer to Buyer. (d) XsunX will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR XsunX authorizing the execution, delivery, and performance of this Agreement Agreement, and the other agreements contemplated by this Agreement for GLAR's executionAgreement, and consummation confirming the continued validity and enforceability of the transactions contemplated by this AgreementSeries A Preferred Stock of XsunX in the name of its new holder after the Closing, which resolutions have been certified by an officer of GLAR XsunX as being valid and in full force and effect. (ce) Buyer will deliver to GLAR Seller copies of corporate resolutions of the Board of Directors Manager of Buyer authorizing the execution, delivery and performance of this Agreement Agreement, and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. Buyer will deliver to Seller copies of resolutions of the board of directors of Innovest authorizing the execution, delivery and performance the StemVax Purchase Agreement, which resolutions have been certified by an officer of Innovest as being valid and in full force and effect. (df) GLAR and the Company XsunX will each deliver to the other party Buyer true and complete copies of each party's Certificate XsunX’s Articles of Incorporation and a Certificate of Good Standing from the appropriate official of each party's XsunX’s jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (eg) Each party Delivery of appropriate resignations, appointments, acceptances and resolutions relating to the Consulting Agreement shall have executed it new and delivered resigning members of the signed copy to the other party to the Consulting Agreement. (f) The XsunX Board of Directors and executive XsunX officers as contemplated in Sections 3.1 and 3.2 of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accountsthis Agreement. (h) Any XsunX new management and Seller will execute an Officer Transition Agreement. (i) XsunX new management and a wholly owned contracting services entity of Seller will execute the Transition Services Agreement. (j) Delivery of any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR issued and outstanding XsunX Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay deliver to GLAR each Munzee Owner a certificate representing his/her respective portion of the Purchase Price Stock Consideration as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer.set forth on Exhibit C. (b) GLAR The Parties shall execute and deliver for filing the Certificate of Merger upon the Closing. (c) Munzee will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR Munzee, and the shareholders of Munzee, authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR Munzee as being valid and in full force and effect. (cd) Buyer will deliver to GLAR Munzee copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (de) GLAR Buyer will deliver to Munzee copies of necessary resolutions of the Board of Directors of Buyer, and the Company shareholders of Buyer, authorizing the reverse stock split and evidence of the filing of a Certificate of Amendment and/or other documents required to be filed with the Delaware Secretary of State relating to the reverse stock split, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (f) Buyer will each deliver to Munzee a copy of the file-stamped Certificate of Designation for the Series B Preferred Stock and the necessary resolutions of the Board of Directors of Buyer authorizing the creation and issuance of the Stock Consideration to the Munzee Owners. (g) Munzee will deliver to the other party Buyer true and complete copies of each party's Certificate Munzee’s Articles of Incorporation and a Certificate of Good Standing from the appropriate official Secretary of each party's jurisdiction State of incorporationits state of domicile, which certificates articles and certificates certificate of good standing are dated not more than 30 thirty (30) days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any Delivery of any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the BuyerMerger.

Actions at Closing. At the Closing, the following actions will take place:, (a) Buyer will pay the Transferor shall: (i) transfer to GLAR the Transferee (or its nominee) the Transfer Shares; (ii) deliver all original transfer instruments and the bought and sold notes in respect of all the Transfer Shares duly executed by the Transferor in favor of the Transferee (or its nominee) and any power of attorney under which any such transfer instrument or the bought and sold notes is executed on behalf of the Transferor; (iii) deliver a written resignation letter in the form of Schedule 1, duly executed by each of the directors and management personnel (if any) of the Company appointed by the Transferor; (iv) deliver a written resignation letter in the form of Schedule 1, duly executed by each of the directors, supervisors and management personnel (if any) of the WFOE and any other Subsidiary appointed by the Transferor; (v) deliver a copy of resolutions of the board of directors of each of the Company and its Subsidiaries, duly signed by the directors appointed by the Transferor, approving: (1) in the case of the Company, the registration of the transfer of all the Transfer Shares and entry of the Transferee (or its nominee) in the register of members of the Company, the issuance of the relevant share certificates and the cancellation of the existing share certificates in respect of the Transfer Shares, (2) in the case of the Company and its Subsidiaries, the resignations of the directors, supervisors and management personnel (if any) nominated by the Transferor and the appointment of the new directors, supervisors and management personnel (if any) nominated by the Transferee, and (3) in the case of the Company, the updating of the register of directors reflecting the resignation of the directors nominated by the Transferor and the appointment of the new directors nominated by the Transferee. The Transferor’s obligation to provide the resolutions provided for in this sub-paragraph is subject to the Transferee providing such resolutions in a form reasonably acceptable to the Transferor; (vi) upon receipt of payment of the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing from the ESP StockTransferee, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed Transferor shall issue a receipt for the Purchase Price paid by the Buyer.Transferee pursuant to Section 2.5; and (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing Transferee shall pay the execution, delivery, and performance of this Agreement and the other agreements contemplated Purchase Price by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver wire transfer to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Datebank account described in Section 6. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closingclosing, the following actions Company and the Shareholders will take place: (a) Buyer will pay each deliver, or cause to GLAR be delivered to the Purchase Price as described other, the securities to be exchanged in accordance with Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 1 of this Agreement, and each party shall pay any and all taxes required to be paid in connection with the issuance and delivery of its own securities. All share certificates shall be in the name of the party to which the same are deliverable except the Shareholders' shares, which will be accompanied by an instrument of transfer executed by in favor of the Buyer.Company. In addition, the following shall occur at Closing: (b) GLAR a. The Company will deliver to Buyer the Shareholders: (1) Duly certified copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of all corporate resolutions of and other corporate proceedings taken by the Board of Directors of Buyer authorizing Company to authorize the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d2) GLAR The opinion of T▇▇▇▇▇ ▇. ▇▇▇▇▇ counsel for the Company, as provided for in Section 6.c hereof. (3) A Certificate executed by a principal officer and each director of the Company will each deliver attesting that all of the representations and warranties of the Company are true and correct as of the Closing Date, and that all of the conditions to the other party true and complete copies obligations for the Shareholders to be performed by the Company have been performed as of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e4) Each party to A Certificate of Incumbency and signatures of the Consulting Agreement shall have executed it and delivered officers of the signed copy to Company dated as of the other party to the Consulting date of this Agreement. (f5) The Board written resignations of Directors all directors and executive such officers of GLAR will appoint new members and auditors of the Board of Directors and new executive officers to replace them, Company as designated in writing are required by the BuyerShareholders, and which resignations will resign simultaneouslycontain an acknowledgment from each of them that they have no claims against the Company for loss of office, unpaid compensation, or otherwise. (g6) Immediately prior to their resignationAll registration certificates, statutory books, minute books and common seal of the then directors Company, all accounts books and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate papers in order to cause connection with the designees affairs of the Buyer Company and all documents of title relating to be the signatories on all GLAR bank accountsCompany's assets (unless already in the possession of the Shareholders) as are required by the Shareholders. (h7) Any additional documents or instruments The Due Diligence Checklist, the form of which is attached hereto as Exhibit 8.a(7), executed by a party may reasonably request or as may be necessary to evidence principal officer and effect the sale, assignment, transfer and delivery each director of the GLAR Stock Company attesting that all of the information, documents, instruments, representations and disclosures are true, accurate, correct and complete in all material respects and not misleading. (8) The indemnifications described in Section 6(h) hereof. b. The Shareholders will deliver to the BuyerCompany: (1) A Certificate of the Shareholders signed by each Shareholder that each of the representations and warranties of the Shareholders are true and correct as of the Closing Date and that all of the Conditions to the Obligations of Kolcari, specified in Section 6 of of this Agreement to be performed by the Shareholders have been performed as of the Closing Date. c. Kolcari will deliver to the Company: (1) A Certificate executed by a principal officer of Kolcari attesting that all of the representations and warranties of Kolcari are true and correct as of the Closing Date, and that all the conditions to the obligations for Kolcari to be performed by Kolcari have been performed as of the Closing Date. (2) The Due Diligence Checklist, the form of which is attached hereto as Exhibit 8.c(2), executed by a principal officer and each director of Kolcari attesting that all of the information, documents, instruments, representations and disclosures are true, accurate, correct and complete in all material respects and not misleading.

Actions at Closing. At Upon the terms of this Agreement, at the Closing, the following actions will take placeshall occur: (a) Buyer will pay Section 2.3.2.1 Purchaser shall deliver or cause to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of be delivered to Seller (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, a certificate executed by the Buyer. secretary or other authorized Person of Purchaser attaching, and attesting to, (b1) GLAR will deliver to Buyer copies the Governing Documents of necessary Purchaser, (2) the resolutions of adopted by the Board of Directors of GLAR authorizing Purchaser with respect to the execution, delivery, and performance of this Agreement and the other agreements transactions contemplated by this Agreement and (3) the identities and signatures of the officers or other authorized Persons of Purchaser authorized to execute this Agreement and any other agreements to be executed by Purchaser in connection with the transactions contemplated by this Agreement; (ii) counterparts to the Escrow Agreement and the Section 116 Escrow Agreement duly executed by Purchaser or its applicable Affiliate; and (iii) a copy of the R&W Insurance Policy, accompanied by evidence that it has been bound; and Section 2.3.2.2 Seller shall deliver or cause to be delivered to Purchaser (i) share certificates representing all of the Shares, duly endorsed in blank or accompanied by stock transfer powers or a lost certificate affidavit representing stock certificates which have been lost, stolen, or destroyed, (ii) letters of resignation from each of the officers and directors of the Company whose resignation Purchaser has requested prior to Closing, (iii) good standing certificates for GLAR's executioneach of Seller and the Company, in each case, dated no later than five (5) Business Days prior to Closing Date, (iv) customary payoff letters (to the extent applicable) from the applicable lenders with respect to all Funded Indebtedness set forth on Schedule 2.3.2.2(iv), together with all lien and mortgage releases as are reasonably necessary to release as of record all Liens securing any such Funded Indebtedness (in form and substance reasonably satisfactory to Purchaser), (v) a certificate executed by the secretary or other authorized Person of the Company attaching, and consummation attesting to, (1) the Governing Documents of the Company, (2) the resolutions adopted by the Board of Directors of the Company with respect to the transactions contemplated by this Agreement and (3) the identities and signatures of the officers or other authorized Persons of the Company authorized to execute any agreements to be executed by the Company in connection with the transactions contemplated by this Agreement; (vi) a certificate executed by the secretary or other authorized Person of Seller attaching, and attesting to, (1) the Certificate of Formation of Seller, (2) the resolutions adopted by the Board of Managers of Seller with respect to the transactions contemplated by this Agreement and (3) the identities and signatures of the officers or other authorized Persons of Seller authorized to execute the Agreement and any other agreements to be executed by Seller in connection with the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (cvii) Buyer will deliver evidence reasonably satisfactory to GLAR copies of corporate resolutions Purchaser of the Board termination of Directors any related party agreements between the Company, on one hand, and Seller or an Affiliate of Buyer authorizing Seller (other than the execution, delivery and performance of this Agreement and Company) on the other agreements contemplated by this Agreement for Buyer's executionhand, if any, and consummation of (viii) an executed consent in connection with the transactions contemplated by this AgreementAgreement from each of the parties described on Schedule 2.3.2.2(viii), which resolutions have been certified by an officer (ix) executed employment agreements from each of Buyer as being valid and in full force and effect. the individuals listed on Schedule 2.3.2.2(ix), (dx) GLAR counterparts to the Escrow Agreement and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Section 116 Escrow Agreement shall have duly executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the BuyerSeller or its applicable Affiliate, and will resign simultaneously(xi) evidence reasonably satisfactory to Purchaser of a fully-paid Tail Policy effective as of Closing. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (ai) Target will deliver to Buyer and Transitory Subsidiary the various certificates, instruments, and documents referred to in §6(a), (ii) Buyer and Transitory Subsidiary will deliver to Target the various certificates, instruments, and documents referred to in §6(b), (iii) Target and Transitory Subsidiary will file with the Secretary of State of the State of Delaware a Certificate of Merger in the form mutually agreed to by the Parties (the “Certificate of Merger”), (iv) Buyer will pay, or cause to be paid, or retain as specified below from the Merger Consideration the following amounts: (A) Buyer will pay to GLAR the Purchase Price lenders and other holders of Target Indebtedness an amount sufficient to satisfy in full the Target Indebtedness as described of the Closing Date (or, in Section 1.3 Buyer’s discretion but with the agreement of this Agreement by delivery the lender or holder, Buyer may assume the Target Indebtedness to such lender or holder, in which case Buyer may retain an amount equal to such indebtedness); (B) Buyer will cause Surviving Corporation to pay the Third Party Expenses set forth on the Statement of Expenses; (C) Buyer will cause Surviving Corporation to pay the bonus payments to eligible employees payable at Closing as shown in the “Bonus” column under “Amount” in the schedule of bonus payments and change of control payments disclosed in §3(o)(i) of the Disclosure Schedule (the “Bonus Payments”), and shall retain a portion of the Merger Consideration equal to the aggregate change of control payments payable to eligible employees as shown in the “Change of Control” column under “Amount” in the schedule of bonus payments and change of control payments (the “Change of Control Payments”), subject to payment of the Change of Control Payments to eligible employees and payment of any remaining balance to the Shareholder Representative as provided in §5(j); (D) Buyer will pay to J▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the purchase price for all of the issued and outstanding capital stock of Healthcare MGMT. Waste Corp. set forth in the assignment agreement referred to in §6(a)(ix); (E) Buyer will retain from the Merger Consideration an amount equal to (i) stock certificates evidencing the ESP Stock, and LLC Dissolution Payments less (ii) an amount equal to the Consulting Agreement referenced credit by Buyer described in Section 2 of this Agreement, executed by the Buyer§5(m). (bF) GLAR Buyer will retain from the Merger Consideration an amount equal to the Net Merger Consideration otherwise payable to the Stockholders holding Dissenting Shares; (G) Buyer will cause Surviving Corporation to pay over to the Escrow Agent the Escrow Amount; and (H) Buyer will cause the Surviving Corporation to deliver the Closing Merger Consideration to the Paying Agent in the manner provided below in §2(e). All payments to be made, or caused to be made, by Buyer copies of necessary resolutions of under this §2(c)(iv) shall be paid on the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and Closing Date in full force and effectcash in immediately available funds. (cv) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days On or prior to the Closing Date. (e) Each party to , the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR Parties will appoint new members determine an allocation of the Board of Directors Total Merger Consideration amongst the Target and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneouslySubsidiaries. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. Subject to the terms and conditions set forth herein. At the Closingtime of the Closing referred to in Section 9 hereof, the Company will issue and deliver, or cause to be issued and delivered to the Telenomics Shareholders, identified in Schedules A hereto, certificates evidencing the ownership of the securities as designated therein and concurrently therewith the Telenomics Shareholders, identified in Schedule A hereto, shall directly or through their agent deliver or cause to be delivered to the Company, certificates evidencing the ownership of securities as designated therein, all duly endorsed to the Company, and each party shall pay any and all Federal and State taxes required to be paid in connection with the issuance and the delivery of their own securities. All stock certificates shall be in the name of the party to which the same is deliverable. In addition to the above-mentioned exchange of certificates, the following actions transactions will take place: (a) Buyer will pay to GLAR place at the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR Closings. The Company will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, Telenomics Shareholders and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been Telenomics: A. Duly certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of and other corporate proceedings taken by the Board of Directors of Buyer authorizing Company to authorize the execution, delivery and performance of this Agreement Agreement; B. A certificate executed by a principal officer of the Company attesting to the fact that all of the foregoing representations and warranties of the other agreements contemplated by this Agreement for Buyer's execution, if anyCompany are true and correct as of the Closing Date and that all of the conditions to the obligations of Telenomics, and consummation Telenomics Shareholders which are to be performed by the Company have been performed as of the transactions contemplated by this Agreement, which resolutions have been certified by an officer Closing Date; and C. A certificate of Buyer as being valid and in full force and effect. (d) GLAR and corporate good standing for the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official State of each party's jurisdiction of incorporation, Nevada which certificates and certificates of good standing are shall be dated not no more than 30 60 days prior to the Closing Date; and The Telenomics Shareholders and Telenomics will deliver to the Company: A. Duly certified copies of corporate resolutions and other corporate proceedings taken by Telenomics to authorize the execution, delivery and performance of this Agreement; B. A certificate of corporate good standing for Telenomics from the Secretary of State of the State of California which shall be dated no more than 60 days prior to the Closing Date; and C. A certificate by a principal officer of Telenomics, and the Telenomics Shareholders that each of the representations and warranties of Telenomics and the Telenomics Shareholders are true and correct as of the Closing Date and that all of the conditions to the obligations of the Company which are to be performed by Telenomics and the Telenomics Shareholders have been performed as of the Closing Date. (e) Each party to the Consulting Agreement shall have executed it D. Those schedules, list and delivered the signed copy to the other party to the Consulting Agreementdocuments required under Section 3 hereof. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. (a) At the ClosingTime of First Closing on the First Closing Date, the following actions will take placeWelichem shall: (ai) Buyer will pay deliver to GLAR GSK a ▇▇▇▇ of Sale in the Purchase Price form of Schedule 5.2(a)(i), attached hereto and incorporated herein for the assignment, transfer and conveyance of the Ex-China Assets, duly executed by Welichem; and (ii) deliver to GSK an Assignment of the Ex-China Patents in the form of Schedule 5.2(a)(ii), attached hereto and incorporated herein, duly executed by Welichem; and (iii) deliver to GSK a certified copy of the board of directors’ resolutions of Welichem approving this Agreement, the transactions contemplated thereby and the [***] TTA to GSK; and (iv) deliver to GSK a certified copy of the shareholders’ resolution of Welichem approving this Agreement, the transactions contemplated hereby and the [***] TTA to GSK; and (v) deliver to GSK a certificate of an officer of Welichem in the form attached as described Schedule 5.2(a)(v), certifying that the representations and warranties of Welichem contained in Section 1.3 of this Agreement by delivery are true and correct at and as of the Effective Date and the Time of First Closing; and (vi) deliver to GSK notarized executed copies of (iA) stock certificates evidencing the ESP Stock[***] TTA duly executed by Welichem, Celestial and BWTP, and (iiB) the Consulting Safety Data Exchange Agreement referenced duly executed by Celestial and BWTP, and (C) a certified copy of the board of directors’ resolutions of each of Celestial and BWTP approving the [***] TTA and the Safety Data Exchange Agreement; and (vii) deliver all such filings and submissions to any Governmental Authority, duly executed by Welichem, as are necessary to transfer the rights to the Registrations relating to the [***] from Welichem to GSK; and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (viii) deliver a certificate of Welichem, certifying conditions set forth in Section 2 of this AgreementSections 5.3(a), 5.3(b) and 5.3(c) have been met, duly executed by the BuyerPresident and Chief Executive Officer of Welichem; and (ix) deliver to GSK all such instruments and documents, duly executed by Welichem, in form and substance acceptable to GSK, as may be necessary to effect the First Closing. (b) GLAR will At the Time of First Closing on the First Closing Date, GSK shall: (i) deliver to Buyer copies of necessary resolutions Welichem a certified copy of the Board board of Directors directors’ resolution of GLAR authorizing the execution, delivery, and performance of GSK approving this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation purchase of the transactions contemplated by this Agreement, which resolutions have been certified by Ex-China Assets from Welichem; and (ii) deliver to Welichem a certificate of an officer of GLAR GSK certifying that the representations and warranties of GSK contained in this Agreement are true and correct at and as being valid of the Effective Date and in full force and effect.the First Closing Date; and (ciii) Buyer will deliver a copy of the Safety Data Exchange Agreement executed by GSK; and (iv) deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the executionWelichem all such instruments and documents, delivery executed by GSK, in form and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's executionsubstance acceptable to Welichem, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the BuyerFirst Closing.

Actions at Closing. At On the ClosingClosing Date, the following actions Company and the Feishang Shareholder will take placeeach deliver, or cause to be delivered to the other, certificates representing the Exchange Shares, the Exchange Warrants and Feishang Stock (including any Feishang Stock beneficially owned by the Feishang Shareholder, as to which the record owner is the nominee of the Feishang Shareholder) to be exchanged in accordance with Section 1 respectively, and each party shall pay any and all taxes required to be paid in connection with the issuance and delivery of its own securities. All share certificates shall be in the name of the party to which the same are deliverable or its nominees except the Feishang Stock, which will be accompanied by an instrument of transfer executed in favor of the Company. In addition, the Company will deliver to the Feishang Shareholder: (a1) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 copies of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, all corporate resolutions and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed other corporate proceedings taken by the Buyer. (b) GLAR will deliver Company to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing authorize the execution, delivery and performance of this Agreement Agreement; (2) copies of resolutions of the directors of the Company electing or appointing (as the case may be) such number of new directors and officers of the Company as may be designated by the Feishang Shareholder; (3) the written resignations of all directors and such officers of the Company required by the Feishang Shareholder, which resignations will contain an acknowledgment from each of them that they have no claims against the Company for loss of office, unpaid compensation, or otherwise; and (4) all registration certificates, statutory books, minute books and common seal of the Company, all account books and all documents and papers in connection with the affairs of the Company and all documents of title relating to the Company's assets (unless already in the possession of the Feishang Shareholder) as are reasonably required by the Feishang Shareholder. Feishang and the Feishang Shareholder will deliver to the Company (a) copies of all corporate resolutions and other agreements contemplated corporate proceedings taken by this Agreement for Buyer's their respective board of directors and shareholders, if necessary, to authorize the execution, if any, delivery and consummation performance of the transactions contemplated by this Agreement, which resolutions have been certified (b) the corporate record books of Feishang and (c) the corporate record books of Wuhu, including all registration certificates, statutory books, minute books and common seal of Feishang and Wuhu, all account books and all documents and papers in connection with the affairs of Feishang and Wuhu and all documents of title relating to the assets of Feishang and Wuhu (unless already in the possession of the Company) as are reasonably required by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company Feishang Shareholder. Feishang Shareholder will each deliver to the other party true and complete Company copies of each party's Certificate all corporate resolutions and other corporate proceedings taken by their respective boards of Incorporation directors to authorize the execution, delivery and a Certificate performance of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting its obligations under this Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. (a) At the Closing, the following actions will take placeCUB shall deliver to GABC: (ai) Buyer will pay certified copies of the articles of incorporation and bylaws (including any and all amendments thereto) of CUB, Citizens Union and CUB Investments, certified copies of the articles of organization and operating agreements of CUB Title, St. Denis, Sammy’s, Equestrian Park and R&S, and the certified organizational documents of each of the Trusts; (ii) a certificate signed by the Chief Executive Officer of CUB, dated as of the Effective Time, stating, to GLAR the Purchase Price as described best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 1.3 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of CUB have been complied with in all material respects from the date of this Agreement by delivery through and as of (i) stock certificates evidencing the ESP Stock, Effective Time; and (iiC) CUB and Citizens Union have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Consulting Agreement referenced in Section 2 Closing Date; (iii) certified copies of the resolutions of CUB’s Board of Directors and shareholders, approving and authorizing the execution of this Agreement, executed by Agreement and the Buyer.Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (biv) GLAR will deliver to Buyer copies a certified copy of necessary the resolutions of the Board of Directors of GLAR authorizing Citizens Union and of its shareholder, as required for valid approval of the execution, delivery, and performance execution of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CUB is duly incorporated and existing under Kentucky law; (vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that Citizens Union is duly incorporated and existing under Kentucky law; (vii) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CUB Investments is duly incorporated and existing under Kentucky law; (viii) a certificate of the Kentucky Secretary of State, dated a recent date, stating, respectively, that CUB Title, St. Denis, Sammy’s, Equestrian Park and R&S are duly organized and in good standing in the Commonwealth of Kentucky; (ix) certificates of the Delaware Secretary of State, dated a recent date, stating that each of the Trusts is duly organized and exists in the State of Delaware; (x) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (xi) a certified list of the holders of CUB Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of CUB of record as of such time; (xii) a certified list of those holders of CUB Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of CUB Common as to which each of them are holding Dissenting Shares; and (xiii) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the CUB Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to CUB: (i) a certificate signed by this Agreementthe Chief Executive Officer of GABC, which resolutions dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by CUB, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified by an officer copy of GLAR the resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American’s Board of Directors and shareholder, as being required for valid approval of the execution of this Agreement and in full force the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and effectGerman American each is duly organized and exists under the IBCL and IFIA, respectively. (c) Buyer will At the Closing, GABC and CUB shall execute and/or deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery one another such other documents and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if anyinstruments, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer take such other actions as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in order to cause accordance with the designees provisions of the Buyer to be the signatories on all GLAR bank accounts. (hArticle I of this Agreement) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the BuyerIndiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFSC accompanied by the appropriate fees.

Actions at Closing. At 5.1 The Purchaser and the Purchaser Nominee hereby jointly direct the Seller not to transfer the Sale Shares to the Purchaser Nominee on the Closing Date, but instead, in accordance with the Security Document, to transfer the Sale Shares directly to the HSBC Nominee at Closing. 5.2 On the Closing Date, conditional upon receipt by the Seller from the bank holding the Seller’s Designated Account of a written confirmation that the full amount of the Cash Consideration has been credited to the Seller’s Designated Account (whereupon the Seller shall promptly notify the Purchaser): (i) the Seller shall deliver to the Purchaser the documents and agreements specified in Clause 4.2 (if copies of the same are delivered, then with the originals to follow as soon as practicable thereafter) and the Purchaser shall simultaneously deliver to the Seller the documents and agreements specified in Clause 4.3 (if copies of the same are delivered, then with the originals to follow as soon as practicable thereafter); and (ii) acting in accordance with the direction in Clause 5.1, the following actions will take placeSeller shall: (a) Buyer will pay deliver to GLAR the Purchase Price as described share registrar of the Company (with a copy to the Purchaser) a duly executed stock transfer form in Section 1.3 relation to the transfer of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) Sale Shares to the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer.HSBC Nominee; (b) GLAR will deliver to Buyer copies of necessary resolutions procure the registration of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation transfer of the transactions contemplated by this Agreement, which resolutions have been certified by an officer Sale Shares to the HSBC Nominee as of GLAR as being valid and in full force and effect.the Closing Date; (c) Buyer will deliver or procure that there be delivered to GLAR copies of corporate resolutions the Purchaser or a Person designated by the Purchaser a certified true copy of the Board Cayman Islands Register of Directors Members and Cayman Islands Register of Buyer authorizing Transfers, revised to reflect the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation entry of the transactions contemplated by this Agreement, which resolutions have been certified by an officer name and details of Buyer the HSBC Nominee therein as being valid the registered owner and in full force and effect.transferee of the Sale Shares as of the Closing Date; (d) GLAR and deliver or procure that there be delivered to the HSBC Nominee an original share certificate issued by the Company will each deliver in the name of the HSBC Nominee representing the Sale Shares (with a copy to the other party true Purchaser); and (e) procure the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and complete copies ▇▇▇▇ Mareuse as directors of each party's Certificate of Incorporation the Company (and a Certificate of Good Standing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ as their respective alternate directors) with effect from the appropriate official Closing Date, and deliver or procure that there be delivered to the Purchaser a faxed certified true copy of each party's jurisdiction the Register of incorporationDirectors, which certificates revised to reflect the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and certificates Aldo Mareuse as directors and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ as alternate directors of good standing are dated not more than 30 days prior to the Company with effect from the Closing Date. (e5.3 If the provisions of Clause 5.2(ii) Each party are not complied with on the Closing Date, the Purchaser and the Purchaser Nominee shall not be obliged to complete this Agreement and may treat this Agreement as terminated for breach of condition and require immediate cancellation of the Promissory Note and repayment of the Cash Consideration to the Consulting Agreement shall have executed it and delivered extent received in the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing Seller’s Designated Account by the Buyer, Seller (without limiting the Purchaser’s and will resign simultaneouslythe Purchaser Nominee’s rights and remedies under this Agreement). (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay deliver to GLAR Seller a certificate evidencing Buyer’s Units being issued to Seller as the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the BuyerPrice. (b) GLAR Seller will execute and deliver to Buyer a ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit A (the “▇▇▇▇ of Sale”), transferring to Buyer title to the Acquired Assets free and clear of all encumbrances, liens or claims, except those that have been disclosed to Buyer in this Agreement or in an exhibit to this Agreement. (c) Seller will deliver to Buyer copies of necessary resolutions of the Board of Directors and, if necessary, the majority shareholders of GLAR Seller authorizing the execution, delivery, delivery and performance of this Agreement and the other agreements contemplated by this Agreement (including the ▇▇▇▇ of Sale) for GLAR's Seller’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR Seller as being valid and in full force and effect. (cd) Buyer will deliver to GLAR Seller copies of corporate resolutions of the Board of Directors Manager of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's ’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (de) GLAR and the Company Seller will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and Buyer (i) a Certificate of good standing certificate (“Good Standing Certificate”) from the appropriate official Secretary of each party's jurisdiction State of incorporation, which certificates and certificates the State of good standing are Nevada dated not more than 30 10 days prior to the Closing Date. date of the Closing, and (eii) Each party a report from the appropriate agency or agencies in the State of Nevada and Arizona showing the existence or absence of all liens, financing statements, mortgages and other encumbrances recorded against any of the Acquired Assets of the Seller, dated not more than five (5) days prior to the Consulting Agreement shall have executed it and delivered date of the signed copy to Closing (the other party to the Consulting Agreement“Lien Report”). (f) The Board of Directors and executive officers of GLAR Seller will appoint new members deliver to the Buyer an Assignment of the Board Option to Acquire Mineral Rights to 768.36 Acres of Directors Railroad Land (the “Railroad Land”) from Tonaquint, Inc., signed by Seller and new executive officers to replace themTonaquint Inc., as designated in writing by favor of the Buyer, and will resign simultaneously. (g) Immediately prior Seller will deliver to their resignationthe Buyer a Grant Deed in recordable form conveying unencumbered title to all mineral rights on the Railroad Land from Tonaquint, Inc., to the then directors and executive officers Buyer, to be held in trust by ▇▇▇▇▇▇▇▇▇▇ & Associates for the benefit of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees parties until the $125,000 of Assumed Liabilities payable by the Buyer to Tonaquint, Inc. for the Railroad Land is paid in full, at which time the Grant Deed will be released by ▇▇▇▇▇▇▇▇▇▇ & Associates to the signatories Buyer for recording on all GLAR bank accountsthe appropriate public records in the State of Arizona for mineral rights ownership, or returned to the Seller in the event of default by Buyer on the payment of said Assumed Liabilities and issuance of a court order directing that the Grand Deed be returned to Seller. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect affect the sale, assignment, transfer and delivery of the GLAR Stock Acquired Assets to the Buyer, including without limitation Grant Deeds in recordable form to all real property assets included in the Acquired Assets.

Actions at Closing. (a) At the Closing, the following actions will take place: Purchaser shall execute and/or deliver, or cause to be executed and/or delivered, to Seller (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. Price; (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board board of Directors directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of Purchaser approving the transactions contemplated by this Agreement; and (c) any and all other agreements, which resolutions have been certified certificates, instruments, and other documents required of Purchaser under this Agreement, including, without limitation, the Sublease (as defined below), the Noncompetition Agreement (as defined below), the Services Agreement (as defined below), the License Agreement and the Supply Agreement (as defined below), fully executed by an officer of GLAR as being valid and in full force and effectPurchaser. (cb) Buyer will deliver At the Closing, Seller shall execute and/or deliver, or cause to GLAR copies be executed and/or delivered, to Purchaser (a) bills of corporate resolutions sale, certificates of title, endorsements, assignments, and other instruments of conveyance, reasonably acceptable to Purchaser and Seller, sufficient to transfer to Purchaser title to the Board Purchased Assets in accordance with this Agreement; (b) written consents of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's executionthird parties, if anynecessary, and consummation of with respect to the transactions contemplated by this Agreement; (c) a landlord estoppel certificate and consent with respect to the Sublease; (d) all books, which records and other documents included in the Purchased Assets; (e) resolutions have been certified of the board of directors of Seller approving the transactions contemplated by an officer this Agreement; and (f) any and all other agreements, certificates, instruments, and other documents required of Buyer Seller under this Agreement, including, without limitation, the Sublease, the Noncompetition Agreement, the Services Agreement, the License Agreement and the Supply Agreement (as being valid and in full force and effectdefined below), fully executed by Seller. (dc) GLAR Purchaser and the Company will each Seller shall take all further actions and execute and deliver to the any additional agreements, certificates, instruments, and other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to documents on or after the Closing Date. (e) Each party Date as Purchaser or Seller shall reasonably request to effectuate the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting transactions contemplated by this Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take place:, (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of Company shall: (i) stock certificates allot and issue the Subscription Shares to the Investor free and clear of any and all Encumbrances; (ii) procure that the Investor is duly registered as the holder of the Subscription Shares in the Company’s register of members; (iii) deliver to the Investor the following documents: (A) a copy of the Company’s register of members as at the Closing Date, certified as a true, correct and complete copy by a director of the Company, and a share certificate, duly completed in the name of the Investor, each reflecting the Investor’s ownership of the Subscription Shares; (B) a receipt for payment of the Consideration; (C) documents evidencing that the Company Charter Documents have been duly adopted by the Company and filed with the Registrar of Companies in the Cayman Islands; (D) a copy of the register of directors of the Company as at the Closing Date, and a copy of all resolutions and documentation evidencing the ESP Stockcomposition of the Board pursuant to the terms of the Shareholders’ Agreement, certified by a duly authorized director of the Company to be true, complete and correct copy thereof, and reflecting that the Board includes one nominee of the Investor as a duly elected member of such board; (E) a copy of all resolutions and documentation evidencing the composition of the Investment Committee pursuant to the terms of the Shareholders’ Agreement, certified by a duly authorized director of the Company to be true, complete and correct copy thereof, and reflecting that the Investment Committee includes one nominee of the Investor as a duly elected member of such committee; (F) a copy of all resolutions and documentation evidencing the composition of (1) the board of directors of each of Canton Best, Wide Wealth and J▇▇▇▇▇▇ ▇▇▇▇▇, and (ii2) the Consulting Agreement referenced investment committee of J▇▇▇▇ ▇▇▇▇▇, in Section 2 each case pursuant to the terms of this the Shareholders’ Agreement, certified by a duly authorized director of Canton Best, Wide Wealth, Jiangxi Jinko or J▇▇▇▇ ▇▇▇▇▇ (as the case may be) to be true, complete and correct copy thereof, and reflecting that (x) the board of directors of each of Canton Best, Wide Wealth and J▇▇▇▇▇▇ ▇▇▇▇▇ includes one nominee of the Investor as a duly elected member of such board, and (y) the investment committee of J▇▇▇▇ ▇▇▇▇▇ includes one nominee of the Investor as a duly elected member of such committee; (G) a copy of all resolutions and documentation evidencing that (1) the charter documents of each of Canton Best and Wide Wealth have been duly amended pursuant to the terms of the Shareholders’ Agreement and adopted by Canton Best and Wide Wealth respectively and filed with the company registrar in the British Virgin Islands (in the case of Canton Best) and Hong Kong (in the case of Wide Wealth); and (2) the articles of association of each of J▇▇▇▇▇▇ ▇▇▇▇▇ and Jinko Power have been duly amended pursuant to the terms of the Shareholders’ Agreement and adopted by J▇▇▇▇▇▇ ▇▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇ respectively, in each case certified by a duly authorized director of Canton Best, Wide Wealth, J▇▇▇▇▇▇ ▇▇▇▇▇ or J▇▇▇▇ ▇▇▇▇▇ (as the case may be) to be true, complete and correct copy thereof; (H) a legal opinion from M▇▇▇▇▇ and C▇▇▇▇▇, the Company’s Cayman Islands counsel, Shearman & Sterling, the Company’s Hong Kong counsel, and DaHui Lawyers, the Company’s PRC counsel, each dated as of the Closing Date and addressed to the Investor, in the form of Exhibit C1, Exhibit C2 and Exhibit C3 respectively; and (I) a certificate duly executed by an authorized officer or director of each Warrantor, dated the Buyer.Closing Date, certifying that the conditions set forth in Part B of Schedule 1 have been satisfied; and (b) GLAR will deliver to Buyer copies of necessary resolutions the Investor shall provide (i) the SWIFT confirmation of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation wire transfer of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver Consideration to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver at a bank account designated by the Company which account information shall be provided to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days Investor at least ten Business Days prior to the Closing Date. ; and (eii) Each party to the Consulting Agreement shall have Warrantors a certificate duly executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members by an authorized officer or director of the Board Investor, dated the Closing Date, certifying that the conditions set forth in Part C of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneouslySchedule 1 have been satisfied. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take placeshall be taken, each being deemed to occur simultaneously with all others: (a) Seller shall deliver to Buyer will pay the certificate representing the WAPCO Interests duly endorsed for transfer to GLAR Buyer effective as of the Purchase Price Effective Time. In addition, Seller shall deliver to Buyer such other documents as described Buyer may reasonably require in Section 1.3 of this Agreement by delivery of form and substance reasonably acceptable to Buyer and Seller, including: (i) stock certificates evidencing a certificate of the ESP StockSecretary or other appropriate officer of Seller dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer: (iiA) attaching a true and complete copy of the Consulting Limited Liability Agreement referenced in Section 2 of this Agreement, executed by the Buyer. WAPCO and certifying there have been no amendments thereto; (bB) GLAR will deliver to Buyer copies of necessary certifying that resolutions of the Board of Directors of GLAR authorizing Seller authorize the executionexecution and performance of this Agreement, deliverythe ancillary agreements and the consummation of the transactions contemplated hereby and thereby and certifying that such resolutions have not been rescinded or amended, are true and complete and in full force and effect; (C) certifying that resolutions of (and, if any, consents of) the members of Seller authorize the execution and performance of this Agreement, all other ancillary agreements and the consummation of the transactions contemplated hereby and thereby and certifying that such resolutions have not been amended or rescinded, are true and complete and in full force and effect; and (D) certifying as to the incumbency of the officers of Seller executing this Agreement and/or any related agreement, and including specimen signatures; (ii) an Officer's Certificate, substantially in the form of Exhibit C, duly executed by a Responsible Officer of Seller, to the effect that each condition specified in Subsections 9(a), except those contained in Sections 9(a)(xi) and 9(a)(xiii), has been satisfied; (iii) such other certificates, instruments and documents as may be called for under this Agreement or as Buyer shall reasonably request. (b) Williams Guarantor shall deliver, or cause to be delivered, ▇▇▇▇▇▇ waived by Buyer, the following to Buyer: (i) a certificate of the Secretary or other appropriate officer of Williams Guarantor, dated as of the Closing Date, ▇▇▇▇▇▇▇▇ng: (A) that resolutions of the Board of Directors of Williams Guarantor authorize execution and perform▇▇▇▇ ▇▇ this Agreement and the Williams Guaranty and certifying that such resolut▇▇▇▇ ▇▇▇e not been rescinded or amended, are true and complete and in full force and effect; and (B) as to the incumbency of the officers of the Williams Guarantor executing this Agreement and th▇ ▇▇▇▇▇▇ms Guaranty and any other related agreement, ▇▇▇ ▇▇▇luding specimen signatures; (ii) a certificate of existence and good standing issued by the State of Delaware issued as of a recent date by the Secretary of the State of the State of Delaware, together with a bring-down of such good standing as of the Closing Date; (iii) the performance guaranty in the form as specified in Exhibit D (the "Williams Guaranty"); and (iv) such other ▇▇▇▇▇▇▇cates and documents as may be called for under this Agreement or as Buyer shall reasonably request. (c) Buyer shall pay to Seller the Closing Payment by direct bank or wire transfer to Seller's account as specified by Seller in writing at least two business days prior to the Closing. In addition, Buyer shall deliver to Seller such other documents as Seller may reasonably require in form and substance reasonably acceptable to Buyer and Seller, including: (i) a certificate of the Secretary or other appropriate officer of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller certifying: (A) that resolutions of the member of Buyer, or the Board of Managers of the general partner of the member of Buyer authorize the execution and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreementhereby and certifying that they have not been amended or rescinded, which resolutions have been certified by an officer of GLAR as being valid are true and complete and in full force and effect.; and (B) as to the incumbency of the officers of Buyer executing this Agreement and/or any related agreement and including specimen signatures; (cii) Buyer will deliver an Officer's Certificate, substantially in the form of Exhibit E, duly executed by a Responsible Officer of Buyer, to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the executioneffect that each condition specified in Subsection 9(b), delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's executionexcept that contained in Section 9(b)(i), if any, and consummation of the transactions contemplated by this Agreement, which resolutions have has been certified by an officer of Buyer as being valid and in full force and effect.satisfied; (diii) GLAR and if required by Subsection 9(b)(vii), a performance guaranty of Flint Hills Resources, LLC in the Company will each deliver to the form specified in Exhibit F; and (iv) such other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyercalled for under this Agreement or as Seller shall reasonably request.

Actions at Closing. At the Closingclosing, the following actions Company and the Shareholders ------------------ will take place: (a) Buyer will pay each deliver, or cause to GLAR be delivered to the Purchase Price as described other, the securities to be exchanged in accordance with Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 1 of this Agreement, and each party shall pay any and all taxes required to be paid in connection with the issuance and delivery of its own securities. All share certificates shall be in the name of the party to which the same are deliverable except the Shareholders' shares, which shall be accompanied by a stock power executed by in blank. In addition, the Buyer.following shall occur at Closing: (b) GLAR a. the Company will deliver to Buyer the Shareholders: -------------------------------------------- (1) Duly certified copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of all corporate resolutions of and other corporate proceedings taken by the Board of Directors of Buyer authorizing Company to authorize the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d2) GLAR The opinion of G. ▇▇▇▇▇ ▇▇▇▇▇▇ & Associates, P.C., counsel for the Company, as provided for in Section 6.c hereof. (3) A Certificate executed by a principal officer and each director of the Company will each deliver attesting that all of the representations and warranties of the Company are true and correct as of the Closing Date, and that all of the conditions to the other party true and complete copies obligations for the Shareholders to be performed by the Company have been performed as of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e4) Each party to A Certificate of Incumbency and signatures of the Consulting Agreement shall have executed it and delivered officers of the signed copy to Company dated as of the other party to the Consulting date of this Agreement. (f5) The Board written resignations of Directors all directors and executive such officers of GLAR will appoint new members and auditors of the Board of Directors and new executive officers to replace them, Company as designated in writing are required by the BuyerShareholders, and which resignations will resign simultaneouslycontain an acknowledgment from each of them that they have no claims against the Company for loss of office, unpaid compensation, or otherwise. (g6) Immediately prior to their resignationAll registration certificates, statutory books, minute books and common seal of the then directors Company, all accounts books and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate papers in order to cause connection with the designees affairs of the Buyer Company and all documents of title relating to be the signatories on all GLAR bank accountsCompany's assets (unless already in the possession of the Shareholders) as are required by the Shareholders. (h7) Any additional documents or instruments The Due Diligence Checklist, the form of which is attached hereto as Exhibit 8.a(7), executed by a party may reasonably request or as may be necessary to evidence principal officer and effect the sale, assignment, transfer and delivery each director of the GLAR Stock Company attesting that all of the information, documents, instruments, representations and disclosures are true, accurate, correct and complete in all material respects as of the Closing Date. (8) Duly certified copies of the Certificate of Amendment of the Certificate of Incorporation of the Company, properly filed with the State of Delaware, evidencing the change of its name from "The ▇▇▇▇▇▇-York Corporation" to "▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.", the increase to its authorized capital stock to 50,000,000 shares of common stock, and the reduction to the Buyerpar value of such common stock to $0.001 per share. b. The Shareholders will deliver to the Company: -------------------------------------------- A Certificate of the Shareholders signed by each Shareholder that each of the representations and warranties of the Shareholders are true and correct as of the Closing Date and that all of the conditions to the obligations of the Company to be performed by the Shareholders have been performed as of the Closing Date. c. NOSP will deliver to the Company: -------------------------------- A Certificate executed by a principal officer of NOSP attesting that all of the representations and warranties of NOSP are true and correct as of the Closing Date, and that all the conditions to the obligations for the Company to be performed by NOSP have been performed as of the Closing Date.

Actions at Closing. At the Closing, the following actions will take place: (a) Within ten days of the Effective Date and upon the surrender of the EllisLab Shareholders stock certificate representing 100% of issued and outstanding shares of Seller, along with an executed stock power. Buyer will pay deliver to GLAR the Purchase Price EllisLab Shareholder a certificate representing the Stock Consideration as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing set forth on the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyerattached Schedule 3.2. (b) GLAR The Parties shall execute and deliver for filing the Articles of Merger for Oregon and Nevada upon the Closing. (c) Seller will deliver to Buyer copies of necessary resolutions of the Board EllisLab Shareholder of Directors of GLAR the Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer or other authorized person of GLAR the Seller as being valid and in full force and effect. (cd) Buyer will deliver to GLAR Seller copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (de) GLAR and the Company Seller will each deliver to the other party Buyer true and complete copies of each party's Certificate Seller’s Articles of Incorporation Incorporation, Bylaws and a Certificate of Good Standing Existence from the appropriate official Secretary of each party's jurisdiction State of incorporationthe State of Oregon, which certificates articles and certificates certificate of good standing are dated not more than 30 five (5) days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board Delivery of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery Merger. (g) The EllisLab Shareholder will deliver to the Company a certificates representing 100% of the GLAR Stock stockholdings of the Seller, along with appropriately endorsed stock powers. (h) Seller will deliver to Seller copies of corporate resolutions of the BuyerBoard of Directors of Seller authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement, which resolutions have been certified by an officer of Seller as being valid and in full force and effect.

Actions at Closing. At 5.1 The Purchaser and the Purchaser Nominee hereby jointly direct the Seller not to transfer the Sale Shares to the Purchaser Nominee on the Closing Date, but instead, in accordance with the Security Document, to transfer the Sale Shares directly to the HSBC Nominee at Closing. 5.2 On the Closing Date, conditional upon receipt by the Seller from the bank holding the Seller's Designated Account of a written confirmation that the full amount of the Cash Consideration has been credited to the Seller's Designated Account (whereupon the Seller shall promptly notify the Purchaser): (i) the Seller shall deliver to the Purchaser the documents and agreements specified in Clause 4.2 (if copies of the same are delivered, then with the originals to follow as soon as practicable thereafter) and the Purchaser shall simultaneously deliver to the Seller the documents and agreements specified in Clause 4.3 (if copies of the same are delivered, then with the originals to follow as soon as practicable thereafter); and (ii) acting in accordance with the direction in Clause 5.1, the following actions will take placeSeller shall: (a) Buyer will pay deliver to GLAR the Purchase Price as described share registrar of the Company (with a copy to the Purchaser) a duly executed stock transfer form in Section 1.3 relation to the transfer of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) Sale Shares to the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer.HSBC Nominee; (b) GLAR will deliver to Buyer copies of necessary resolutions procure the registration of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation transfer of the transactions contemplated by this Agreement, which resolutions have been certified by an officer Sale Shares to the HSBC Nominee as of GLAR as being valid and in full force and effect.the Closing Date; (c) Buyer will deliver or procure that there be delivered to GLAR copies of corporate resolutions the Purchaser or a Person designated by the Purchaser a certified true copy of the Board Cayman Islands Register of Directors Members and Cayman Islands Register of Buyer authorizing Transfers, revised to reflect the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation entry of the transactions contemplated by this Agreement, which resolutions have been certified by an officer name and details of Buyer the HSBC Nominee therein as being valid the registered owner and in full force and effect.transferee of the Sale Shares as of the Closing Date; (d) GLAR and deliver or procure that there be delivered to the HSBC Nominee an original share certificate issued by the Company will each deliver in the name of the HSBC Nominee representing the Sale Shares (with a copy to the other party true Purchaser); and (e) procure the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and complete copies ▇▇▇▇ Mareuse as directors of each party's Certificate of Incorporation the Company (and a Certificate of Good Standing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ as their respective alternate directors) with effect from the appropriate official Closing Date, and deliver or procure that there be delivered to the Purchaser a faxed certified true copy of each party's jurisdiction the Register of incorporationDirectors, which certificates revised to reflect the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and certificates Aldo Mareuse as directors and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ as alternate directors of good standing are dated not more than 30 days prior to the Company with effect from the Closing Date. (e5.3 If the provisions of Clause 5.2(ii) Each party are not complied with on the Closing Date, the Purchaser and the Purchaser Nominee shall not be obliged to complete this Agreement and may treat this Agreement as terminated for breach of condition and require immediate cancellation of the Promissory Note and repayment of the Cash Consideration to the Consulting Agreement shall have executed it and delivered extent received in the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing Seller's Designated Account by the Buyer, Seller (without limiting the Purchaser's and will resign simultaneouslythe Purchaser Nominee's rights and remedies under this Agreement). (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. (a) At the Closing, the following actions will take placeRVB shall deliver to GABC: (ai) Buyer will pay a certified copy of the articles of incorporation and bylaws of RVB, as amended, certified copies of the articles of incorporation and bylaws, as amended, of River Valley Financial, Insurance, Madison, Investment Sub 1, Investment Sub 2, certified copies of the articles of organization and operating agreement of Portfolio, as amended, and the certified organizational documents of the Trust; (ii) a certificate signed by the President and Chief Executive Officer of RVB, dated as of the Effective Time, stating, to GLAR the Purchase Price as described best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 1.3 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of RVB have been complied with in all material respects from the date of this Agreement by delivery through and as of (i) stock certificates evidencing the ESP Stock, Effective Time; and (iiC) RVB and River Valley Financial have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Consulting Agreement referenced Closing Date; (iii) certified copies of the resolutions of RVB’s Board of Directors and shareholders, approving and authorizing the amendment to the Articles of Incorporation of RVB as set forth in Section 2 Exhibit 1.09(a)(iii) attached hereto (“Articles of Amendment”), the execution of this Agreement, executed by Agreement and the Buyer.Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (biv) GLAR will deliver to Buyer copies a certified copy of necessary the resolutions of the Board of Directors of GLAR authorizing River Valley Financial and of its shareholder, as required for valid approval of the execution, delivery, and performance execution of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the Bank Merger; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that RVB is duly organized and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that River Valley Financial is duly organized and exists under the IFIA; (vii) a certificate of the Indiana Secretary of State, dated a recent date, stating that Madison is duly organized and exists under the IBCL; (viii) certificates of the Nevada Secretary of State, dated a recent date, stating, respectively, that Insurance, Investment Sub 1, Investment Sub 2, and Portfolio are duly organized and in good standing in the State of Nevada; (ix) a certificate of the Connecticut Secretary of State, dated of a recent date, stating that the Trust is duly organized and exists in the State of Connecticut; and (x) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (xi) employment agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xi) (the “▇▇▇▇▇▇▇▇▇ Employment Agreement”), executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xii) employment agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xii) (the “▇▇▇▇▇▇▇ Employment Agreement”), executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (xiii) employment agreement between ▇▇▇▇ ▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xiii) (the “Muessel Employment Agreement”), executed by ▇▇▇▇ Mussel; (xiv) executed Releases With Respect to Employment Agreements between RVB and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in the form of Exhibit 5.06(n) hereto, as applicable, and the Release appended thereto; and (xv) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Schedule 2.02(e) of the RVB Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to RVB: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by RVB, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively; (v) the ▇▇▇▇▇▇▇▇▇ Employment Agreement, which resolutions have been certified executed by an officer of GLAR as being valid and in full force and effectGerman American; (vi) the ▇▇▇▇▇▇▇ Employment Agreement, executed by German American; and (vii) the Muessel Employment Agreement, executed by German American. (c) Buyer will At the Closing, GABC and RVB shall execute and/or deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery one another such other documents and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if anyinstruments, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer take such other actions as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in order to cause accordance with the designees provisions of the Buyer to be the signatories on all GLAR bank accounts. (hArticle I of this Agreement) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.Indiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the appropriate fees. ARTICLE II

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to GLAR Seller the first installment of the Cash Payment and Stock Payment of the Purchase Price as described in Section 1.3 1.2 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stockappropriate amount of cash or cash equivalent which will be deposited in a single account designated by Seller in a writing delivered to the Buyer prior to the Closing, and (ii) stock certificates evidencing the Consulting Agreement referenced in Section 2 first installment of this Agreement, executed by the BuyerStock Payment. (b) GLAR Seller will tender to the Company certificates and/or any other documents evidencing 100% ownership of AHI. (c) Seller will deliver to Buyer copies of necessary corporate resolutions of the Board of Directors of GLAR AHI authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLARAHI's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR AHI as being valid and in full force and effect. (cd) Buyer will deliver to GLAR Seller copies of necessary corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, execution and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (de) GLAR Both AHI and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation Incorporation, as amended, and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as that a party may reasonably request or as may be necessary to evidence and effect affect the sale, assignment, transfer and delivery of the GLAR AHI Stock to the BuyerBuyer and the sale, assignment, transfer and delivery of the Purchase Price to Seller will be delivered.

Actions at Closing. At the Closing, the following parties shall take such actions will take placeand execute and deliver such agreements, bills of sale and other instruments and documents necessary to effect the transactions subject to the terms of this Agreement. 2.2.1 At the Closing, the Seller will: (a) Buyer will pay deliver, or cause to GLAR be delivered, to Buyer, a duly executed ▇▇▇▇ of Sale, substantially in the Purchase Price as described in Section 1.3 form of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer.Exhibits A attached hereto; (b) GLAR will deliver deliver, or cause to Buyer copies be delivered, to Buyer, a Transition Services Agreement (the “Transition Services Agreement”), substantially in the form of necessary resolutions of the Board of Directors of GLAR authorizing the executionExhibit G attached hereto, delivery, and performance of this Agreement and the other agreements contemplated duly executed by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect.Seller; (c) Buyer will deliver deliver, or cause to GLAR copies be delivered, to Buyer, a Patent License Agreement (the “Patent License Agreement”), substantially in the form of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if anyExhibit J attached hereto, and consummation of a Trademark License Agreement (collectively with the transactions contemplated by this Patent License Agreement, which resolutions have been certified the “License Agreements”), substantially in the form of Exhibit K attached hereto, each duly executed by an officer of Buyer as being valid and in full force and effect.Seller; (d) GLAR and deliver, or cause to be delivered, to Buyer, an Escrow Agreement (the Company will each deliver to “Escrow Agreement”), substantially in the other party true and complete copies form of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporationExhibit F attached hereto, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date.duly executed by Seller; and (e) Each party deliver, or cause to be delivered, to the Consulting Agreement shall have Buyer a certificate of either the President or Chief Financial Officer of Seller dated as of the Closing Date and certifying as to (a) the accuracy of the representations and warranties contained in Article 3 as of the Closing Date and (b) the absence of any Material Adverse Effect, in a form reasonably acceptable to Buyer and its counsel. 2.2.2 At the Closing, Buyer will: (a) deliver, or cause to be delivered, to Seller, the Transition Services Agreement, duly executed it and delivered by Buyer; (b) deliver, or cause to be delivered, to Seller, the signed copy License Agreements, each duly executed by Buyer; (c) deliver, or cause to be delivered, to Seller, the Escrow Agreement, duly executed by Buyer; and (d) pay to the other party to Seller the Consulting AgreementPurchase Price in accordance with Section 1.2. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closing, in addition to the following other actions will take placecontemplated elsewhere herein: (a) Buyer will pay Company delivered to GLAR Parent and Merger Sub the Purchase Price as described following, each in Section 1.3 of this Agreement by delivery of a form and substance satisfactory to Parent: (i) stock certificates evidencing the ESP Stock, evidence of termination of those agreements and arrangements with Company and any affiliate of Company on satisfactory terms; (ii) evidence that all liabilities of Company to any affiliate of the Consulting Agreement referenced Company, and all liabilities of the Company to any non-affiliates of the Company in Section 2 excess of this $50,000 in the aggregate, excluding federal and state withholding taxes and other taxes associated with the Company’s forgiveness of its eight (8) officer promissory notes at the Closing, have been fully paid and any liens on assets of Company have been released; (iii) stock certificates representing each of the outstanding shares of Company Common Stock; (iv) audited and interim reviewed financial statements of the Company as are required for inclusion in the Parent’s Form 8-K as a result of the Merger, with the required audit report signed by the Company’s auditors and such auditor’s consent for inclusion in the Company’s Form 8-K and its inclusion and incorporation by reference in other Parent filings under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (v) the Strategic Master Services Agreement, executed by dated as of the BuyerClosing Date, between Parent and Cato Research Ltd., a North Carolina corporation; (vi) the Asset Purchase Agreement, dated as of the Closing Date, between Parent and DP Pharmaceuticals LLC, a North Carolina limited liability corporation; (vii) copies of resignations of each member of the board of directors of the Company; and (viii) such other documents or instruments as Parent and Merger Sub may reasonably request to effect the transactions contemplated hereby. (b) GLAR will deliver Parent and Merger Sub delivered to Buyer Company the following, each in a form and substance satisfactory to Company: (i) evidence satisfactory to Company of the consent or approval of those persons whose consent or approval shall be required in connection with the Merger under the contracts of Parent set forth on Schedule 1.3 of the Parent Disclosure Schedule; (ii) copies of necessary resolutions resignations of H▇▇▇▇ ▇▇▇▇▇▇▇▇ as the Parent’s Interim Chief Executive Officer (but not as the Parent’s Chief Financial Officer, Treasurer or Secretary) and J▇▇▇▇▇ ▇▇▇▇▇▇, M.D. from his position as a member of the Board board of Directors directors of GLAR authorizing Parent, evidence of Parent having taken all necessary action for the executionappointment of P▇▇▇▇▇▇ ▇▇▇▇▇▇ and S▇▇▇▇ ▇▇▇▇▇ as directors of Parent, deliveryeffective as of the Closing, and performance evidence that, immediately upon Closing, the board of this Agreement directors of Parent shall consist of P▇▇▇▇▇▇ ▇▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇, M▇▇▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇▇ ▇▇▇▇▇▇, and W▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which parties shall be covered under Parent’s director and officer liability insurance; (iii) certificates representing the number of whole shares of Parent Common Stock, and the amount of cash in lieu of any fractional shares of Parent Common Stock, that each holder of Company Common Stock has a right to receive pursuant to Section 1.5; and (iv) such other agreements contemplated by this Agreement for GLAR's execution, and consummation of documents or instruments as Company may reasonably request to effect the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effecthereby. (c) Buyer will deliver to GLAR copies of corporate resolutions Parent shall have appointed and entered into an employment agreement, each effective as of the Board of Directors of Buyer authorizing the executionClosing, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's executionwith (i) P▇▇▇▇▇▇ ▇▇▇▇▇▇ as its Chief Executive Officer, if any(ii) S▇▇▇▇ ▇▇▇▇▇ as its interim, part-time President, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer (iii) H▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as being valid its Chief Operating Officer and in full force and effectChief Financial Officer. (d) GLAR the Parent Common Stock shall be quoted on the Over-the-Counter Bulletin Board (“OTCBB”) and there shall be no action or proceeding pending or threatened against Parent by the Company will each deliver NASD, Inc. (“NASD”) to prohibit or terminate the other party true and complete copies quotation of each party's Certificate of Incorporation and a Certificate of Good Standing from Parent Common Stock on the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing DateOTCBB. (e) Each party to Parent shall be in compliance with the Consulting Agreement reporting requirements under the Exchange Act, and shall have executed it and delivered timely filed all Exchange Act reports for the signed copy to twelve (12) month period preceding the other party to the Consulting AgreementClosing Date. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closing, the following actions will take place: (a) Buyer will pay to GLAR Seller the Purchase Price as described in Section 1.3 1.2 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stockappropriate cash or cash equivalent, which will be deposited in a single account designated by NPS in a writing delivered to the Buyer prior to the Closing, and NPS will be solely responsible for disbursing said monies among the appropriate parties, and (ii) stock certificates evidencing the Consulting Agreement referenced in Section 2 of this Agreement, executed by the BuyerStock Payment. (b) GLAR Seller will tender to the Company certificates and any other documents evidencing 100% of Seller's 100% ownership in NPS. (c) NPS will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR NPS authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's NPS' execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR NPS as being valid and in full force and effect. (cd) Buyer will deliver to GLAR Seller copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (de) GLAR Each of NPS and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. At the Closing, Seller and Buyer shall take the following actions will take placeactions: (a) Seller shall deliver to Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing representing all of the ESP StockShares, (ii) the minute books and equity registry records of the Company, and (iii) the written resignations of the officers, directors, and employees of the Company required under Section 6.13; (b) Seller and Buyer shall execute and deliver (i) the Preliminary Settlement Statement and (ii) the Consulting Agreement referenced Registration Rights Agreement; (c) Seller, Buyer, and Escrow Agent shall have executed and delivered the Escrow Agreement; (d) Buyer shall deliver the estimated Adjusted Consideration as follows: (i) as required by Section 11.5(c), to Escrow Agent, the sum of $600,000.00 by bank wire transfer of immediately available funds to the account established pursuant to the Escrow Agreement; (ii) to Seller, the remainder of the Adjusted Cash Portion as reflected in Section 2 the Preliminary Settlement Statement, by bank wire transfer of this Agreementimmediately available U.S. funds to an account or accounts designated by Seller in the Preliminary Settlement Statement; and (iii) to Seller, stock certificates evidencing the Consideration Shares; (e) Seller shall deliver to Buyer releases of all Liens encumbering the Assets that do not constitute Permitted Encumbrances; (f) Seller shall deliver to Buyer all consents, waivers, and other similar matters required by any Governmental Authority or other Person to be obtained by Seller and the Company prior to the Closing; (g) Seller shall deliver to Buyer a certificate, dated and effective as of the Closing Date, executed by the Buyer. (b) GLAR will deliver president or an authorized vice president of Seller, certifying to Buyer copies that, on the Closing Date, the representations and warranties of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR Seller and the Company will each deliver to the other party contained in this Agreement are true and complete copies correct in all material respects (and in all respects, in the case of each party's Certificate representations and warranties qualified by materiality or the requirement of Incorporation a Material Adverse Effect) and a Certificate that all covenants of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall Seller contained herein have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated been performed in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts.material respects; (h) Any additional Seller shall deliver to Buyer an opinion, dated the Closing Date, of Baker & Hostetler LLP, co▇▇▇▇▇ fo▇ ▇▇▇▇▇▇, that addresses the matters set forth in Schedule 8.3(h), and that is otherwise subject to customary qualifications and is in form and substance reasonably satisfactory to Buyer; (i) Buyer shall deliver to Seller a certificate, dated and effective as of the Closing Date, executed by the president or an authorized vice president of Buyer, certifying to Seller that on the Closing Date, the representations and warranties of Buyer contained in this Agreement are true and correct in all material respects (and in all respects, in the case of representations and warranties qualified by materiality or the requirement of a Material Adverse Effect) and all covenants of Buyer contained herein have been performed in all material respects; (j) Buyer shall deliver to Seller opinions, dated the Closing Date, of Thompson & Knight L.L.P. ▇▇▇ ▇▇▇▇son Walker L.L.P., co▇▇▇▇▇ ▇▇▇ ▇▇▇▇r, that address the matters set forth in Schedule 8.3(j), and that are otherwise subject to customary qualifications and are in form and substance reasonably satisfactory to Seller; (k) Seller shall deliver to Buyer a statement that satisfies the requirements of Treas. Reg. ss.1.1445-2(b)(2), certifying that Seller is not a "foreign" Person for federal income tax purposes; and (l) Seller and Buyer shall execute such other documents or instruments and take such other actions as a party may reasonably request are provided for elsewhere in this Agreement or as may be necessary to evidence and effect consummate the sale, assignment, transfer and delivery of the GLAR Stock to the Buyertransactions contemplated herein.

Actions at Closing. At (a) Subject to the terms and conditions of this Agreement, at the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock the Sellers will deliver to the Buyer (A) certificates evidencing all the ESP Stockoutstanding Units duly endorsed in blank, and or accompanied by stock powers duly executed in blank; (B) a receipt for the Closing Purchase Price less the Escrow Amount; (C) the deliveries listed in Section 7.1, (ii) the Consulting Agreement referenced Buyer will deliver (A) to each of the Unitholders an amount equal to such Unitholder’s Pro Rata Share of the sum of (x) the Closing Purchase Price less the Escrow Amount and (y) the Option Exercise Amount, by wire transfer in immediately available funds to one or more bank accounts as directed by the respective Sellers as set forth on Exhibit C; and (B) to the Sellers’ Committee, the deliveries listed in Section 2 of this Agreement, executed 7.2. The amount delivered by the BuyerBuyer to the Unitholders holding Restricted Units shall be reduced by withholding Taxes or other amounts required to be withheld by Law, and the Buyer shall deliver all such withheld amounts to the TARGET at the Closing and shall cause the TARGET to make timely payment thereof as required by applicable Laws. (b) GLAR will deliver Subject to Buyer copies the terms and conditions of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified immediately prior to the Closing, all Options, whether or not then exercisable, shall be (or, if not previously exercisable, shall become) exercisable and such Options shall be cancelled by TARGET at the Closing, and each Optionholder shall be entitled to receive from the Buyer, by wire transfer of immediately available funds to one or more bank accounts designated by the respective Optionholders, in consideration for the cancellation of such Options, an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver amount equal to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's executionexcess, if any, and consummation of (i) such Optionholder’s Pro Rata Share of the transactions contemplated sum of (x) the Closing Purchase Price less the Escrow Amount and (y) the Option Exercise Amount over (ii) the aggregate exercise price of such Options, reduced by this Agreementapplicable withholding Taxes or other amounts required to be withheld by Law, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each Buyer shall deliver all such withheld amounts to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to TARGET at the Closing Date. (e) Each party to the Consulting Agreement and shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer TARGET to be the signatories make timely payment thereof as required by applicable Laws, all as set forth on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.Exhibit C.

Actions at Closing. At the Closingclosing, Am-Pac, Limited and the Shareholders of PLC will each deliver, or cause to be delivered to the other, the securities to be exchanged in accordance with Section 1 of this Agreement and each party shall pay its own Federal, State or other governmental or jurisdictional taxes required to be paid in connection with the issuance, delivery and receipt of such. Am-Pac shall issue the shares in accordance with Section 1, to each shareholder listed in Exhibit 8, in the number set forth opposite his or her name. In addition, the following actions transactions will take place:. (a) Buyer Am-Pac and Limited will pay deliver to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of Shareholders: (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer Duly certified copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of all corporate resolutions of the Board of Directors of Buyer authorizing and other corporate proceedings taken by Am-Pac and Limited to authorize the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (dii) GLAR The opinion of Vanderkam and the Company will each deliver Sanders, counsel for Am-Pac an▇ Limited, as provided in Article V of this Agreement. (iii) A Certificate executed by principal officers of Am-Pac and Limited attesting to the other party fact that all of the representations and warranties of Am-Pac and Limited, respectively, are true and complete copies correct as of each party's Certificate the Closing Date, and that all of Incorporation the conditions to the obligations of the Shareholders to be performed by Am-Pac and a Certificate Limited, respectively have been performed as of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (eiv) Each party to A Certificate of Incumbency and Signatures of the Consulting Agreement shall have executed it officers of Am-Pac and delivered Limited dated as of the signed copy to the other party to the Consulting date of this Agreement. (fv) Stock certificates in an aggregate amount of 2,500,000 of Am-Pac common stock, $.001 par value and stock Certificates in an aggregate amount of 15,528 shares of Class A Convertible Preferred Stock, as set forth in Article I. (vi) A Stand Still agreement in accordance with Article IX (b) The Board Shareholders will deliver to Am-Pac and Limited: (i) The opinions of Directors Downs counsel for the Shareholders, and executive officers the opinion of GLAR will appoint new members other counsel for the Members of the Board of Directors and new executive officers to replace themPLC Group , as designated provided for in writing by the Buyer, and will resign simultaneouslyArticle IV hereof. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

Actions at Closing. (a) At the Closing, the following parties shall take such actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 and execute and deliver such agreements, bills of this Agreement by delivery of (i) stock certificates evidencing the ESP Stocksale, and (ii) other instruments and documents necessary to effect the Consulting Agreement referenced in Section 2 Transactions subject to the terms of this Agreement, executed by the Buyer. (b) GLAR will deliver At the Closing, the Sellers will: (i) deliver, or cause to Buyer be delivered, to Sub, a receipt for the Purchase Price and duly executed Bill of Sale, Assignment and Assumption Agreement (the "Bill of ▇▇▇e"), and an intellectual property assignment agreeme▇▇ (the "Intellectual Property Assignment") (together with any trademark assignments as Sub may reasonably request) substantially in the forms of Exhibit A and Exhibit B hereto, respectively; (ii) deliver, or cause to be delivered, to Parent and Sub all consents, orders and approvals of the Bankruptcy Court (including a conformed copy of the Final Approval Order); (iii) deliver, or cause to be delivered, to Parent and Sub the Seller Certificates; (iv) deliver, or cause to be delivered, to Parent and Sub certified copies of necessary the resolutions of the Board Boards of Directors of GLAR each Seller authorizing the executionsale of the Acquired Assets, delivery, the execution and performance delivery of this Agreement and the all other documents and agreements contemplated delivered in connection herewith by this Agreement for GLAR's execution, officers of each Seller and consummation of the transactions contemplated Transactions; (v) deliver, or cause to be delivered, to Parent and Sub such good standing certificates and other similar documents as Parent or Sub may reasonably request to ensure that the actions required to be taken by this Agreement, which resolutions the Sellers at the Closing have been certified by an officer of GLAR properly authorized; and (vi) deliver, or cause to be delivered, to Sub, certificates representing the Acquired Stock, duly endorsed in blank, together with such stock-powers or other transfer documents as being valid and in full force and effectParent or Sub may reasonably request. (c) Buyer At the Closing, Sub and Parent will deliver cause Sub to: (i) deliver, or cause to GLAR copies be delivered, to the Sellers the Bill of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement Sale and the other agreements contemplated Intellectual Property Assignment duly exec▇▇▇▇ by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect.Sub; (dii) GLAR and the Company will each deliver pay to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from Sellers the appropriate official of each party's jurisdiction of incorporationPurchase Price in accordance with Section 2.04; (iii) deliver, which or cause to be delivered, to the Sellers such good standing certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, similar documents as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party Sellers may reasonably request to ensure that the actions required to be taken by Parent or as may be necessary to evidence and effect Sub at the sale, assignment, transfer and delivery of the GLAR Stock to the BuyerClosing have been properly authorized.

Actions at Closing. (a) At the ClosingTime of First Closing on the First Closing Date, the following actions will take placeWelichem shall: (ai) Buyer will pay deliver to GLAR GSK a ▇▇▇▇ of Sale in the Purchase Price form of Schedule 5.2(a)(i), attached hereto and incorporated herein for the assignment, transfer and conveyance of the Ex-China Assets, duly executed by Welichem; and (ii) deliver to GSK an Assignment of the Ex-China Patents in the form of Schedule 5.2(a)(ii), attached hereto and incorporated herein, duly executed by Welichem; and (iii) deliver to GSK a certified copy of the board of directors’ resolutions of Welichem approving this Agreement, the transactions contemplated thereby and the [***] TTA to GSK; and (iv) deliver to GSK a certified copy of the shareholders’ resolution of Welichem approving this Agreement, the transactions contemplated hereby and the [***] TTA to GSK; and (v) deliver to GSK a certificate of an officer of Welichem in the form attached as described Schedule 5.2(a)(v), certifying that the representations and warranties of Welichem contained in Section 1.3 of this Agreement by delivery are true and correct at and as of the Effective Date and the Time of First Closing; and (vi) deliver to GSK notarized executed copies of (iA) stock certificates evidencing the ESP Stock[***] TTA duly executed by Welichem, Celestial and BWTP, and (iiB) the Consulting Safety Data Exchange Agreement referenced duly executed by Celestial and BWTP, and (C) a certified copy of the board of directors’ resolutions of each of Celestial and BWTP approving the [***] TTA and the Safety Data Exchange Agreement; and (vii) deliver all such filings and submissions to any Governmental Authority, duly executed by Welichem, as are necessary to transfer the rights to the Registrations relating to the [***] from Welichem to GSK; and [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (viii) deliver a certificate of Welichem, certifying conditions set forth in Section 2 of this AgreementSections 5.3(a), 5.3(b) and 5.3(c) have been met, duly executed by the BuyerPresident and Chief Executive Officer of Welichem; and (ix) deliver to GSK all such instruments and documents, duly executed by Welichem, in form and substance acceptable to GSK, as may be necessary to effect the First Closing. (b) GLAR will At the Time of First Closing on the First Closing Date, GSK shall: (i) deliver to Buyer copies of necessary resolutions Welichem a certified copy of the Board board of Directors directors’ resolution of GLAR authorizing the execution, delivery, and performance of GSK approving this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation purchase of the transactions contemplated by this Agreement, which resolutions have been certified by Ex-China Assets from Welichem; and (ii) deliver to Welichem a certificate of an officer of GLAR GSK certifying that the representations and warranties of GSK contained in this Agreement are true and correct at and as being valid of the Effective Date and in full force and effect.the First Closing Date; and (ciii) Buyer will deliver a copy of the Safety Data Exchange Agreement executed by GSK; and (iv) deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the executionWelichem all such instruments and documents, delivery executed by GSK, in form and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's executionsubstance acceptable to Welichem, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the BuyerFirst Closing.