Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer); (ii) the Seller shall execute and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit A; (iii) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit B; (iv) the Seller and the Buyer shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit C; (v) the Seller and the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D; (vi) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing; (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver (or cause to be delivered) to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory various certificates, instruments and documents required to the Buyer)be delivered under Section 6.1; (ii) the Buyer shall deliver (or cause to be delivered) to the Seller the various certificates, instruments and documents required to be delivered under Section 6.2; (iii) the Seller shall execute and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit A; (iiiiv) the Buyer Seller shall execute and deliver to the Seller an Assumption Agreement a Trademark Assignment in substantially the form attached hereto as Exhibit B; , suitable for recordation in the United States Patent and Trademark Office (iv) the Seller and the Buyer shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit C“Trademark Assignment”); (v) the Seller and the Buyer shall execute and deliver a Supply to each other counterparts of an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit DC (the “Assumption Agreement”) (vi) the Seller shall deliver to Buyer a copy of the executed NDA Transfer Letter; (vivii) the Seller and the Buyer shall execute and deliver to each other counterparts of a Transition Services Agreement substantially in the form attached hereto as Exhibit F (the “Transition Services Agreement”); (viii) the Seller shall deliver (or cause to be delivered) to Buyer duly executed Third Party Consents substantially in the forms attached as Exhibit G; (ix) the Buyer shall pay to the Seller the portion of the Purchase Price required by Sections 2.2(a)(i) and (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing; (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇ii); (x) the Seller shall cause deliver to be held a meeting the Buyer, or otherwise put the Buyer in possession and control of, all of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue Acquired Assets of a share certificate tangible nature, including documents and data in respect of electronic formats, to the Shares shall (subject to stamping) be approved; (B) extent that such persons as the Buyer shall nominate shall be appointed as directors documents and as secretary of Raydex and the resignations referred to data are in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered intoelectronic formats; and (xi) the Seller shall update and deliver to Buyer Section 3.19 of Seller’s Disclosure Schedule such that Section 3.19 sets forth a complete and accurate list as of the Closing Date of the number of Delatestryl® Vials that actually constitute the Closing Product Inventory as of the Closing Date, and shall make available to the Buyer, and Buyer shall take delivery of, the statutory registers Closing Product Inventory, subject to the provisions of the Transition Services Agreement. The agreements and minute books instruments referred to in clauses (written up to Closingiii), (iv), (v) and (vii) above are referred to herein as the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales“Ancillary Agreements.”

Actions at the Closing. At the Closing: (i) the Seller Buyers shall execute and collectively deliver to the Buyer a stock transfer form Sellers the Adjusted Purchase Price and Irish Purchase Price as set forth in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer)Section 1.2; (ii) the Seller Parent shall deliver (or cause to be delivered) to SCI the various certificates, instruments and documents required to be delivered under Section 5.1; (iii) SCI shall deliver (or cause to be delivered) to Parent the various certificates, instruments and documents required to be delivered under Section 5.2; (iv) the Sellers shall execute and deliver a ▇▇▇▇ of Sale and Assignment with respect to the Acquired Assets (other than the Irish Acquired Assets) in substantially the form attached hereto as Exhibit A; (iiiv) the Buyer Sellers and SCI shall execute and deliver to the Seller an Assumption License Agreement in substantially the form attached hereto as Exhibit B; (ivvi) the Seller and the Buyer SCI shall execute and deliver a Transition Services (or cause to be executed and delivered) to Sellers an Assumption Agreement in substantially the form attached hereto as Exhibit C; (vvii) the Seller Sellers, SCI and the Buyer ON Bermuda shall execute and deliver a Supply transitional foundry services agreement and a transition services agreement in substantially the forms attached hereto as Exhibits D and E, respectively; (viii) the Sellers and the Buyers shall execute and deliver an Escrow Agreement in substantially the form attached hereto as Exhibit DF; (viix) the Buyer Sellers and SCI shall pay execute and deliver the ADICE License Agreement in substantially the form attached hereto as Exhibit G; (x) Parent and SCI shall deliver the Allocation Schedule; (xi) the Sellers shall execute and deliver (or cause to be executed and delivered) such other instruments of conveyance as SCI, on behalf of the Buyers, may reasonably request in order to effect the sale, transfer, conveyance and assignment to the relevant Buyer of valid ownership of and title to all of the Acquired Assets, including, without limitation, any Intellectual Property Rights assignment agreements to be recorded with the U.S. Patent and Trademark Office and foreign counterparts thereof; (xii) SCI shall execute and deliver (or cause to be executed and delivered) such other instruments as any Seller may reasonably request in order to effect the Purchase Price assumption by the relevant Buyer of the Assumed Liabilities; (as adjusted at Closing pursuant xiii) each Seller shall transfer the Books and Records; (xiv) the Sellers shall deliver to Section 1.4(A) SCI, or otherwise put SCI in cash by wire transfer possession and control of, all of immediately available funds the Acquired Assets (other than the Irish Acquired Assets) of a tangible nature, and (B) Irish Newco, or otherwise put Irish Newco in possession and control of, all of the Irish Tangible Assets, in each case in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing;Allocation Schedule; and (viixv) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing: (i) GB Ltd. shall deliver, or cause to be delivered, to Buyer: (A) share certificates evidencing all of the Seller shall execute and deliver Equity Interests (to the extent such Equity Interests are certificated); provided, however, that if any such share certificates evidencing any of the Equity Interests are currently held by GB Ltd.’s lenders, GB Ltd. shall only be required to use commercially reasonable efforts to have them delivered to Buyer a on the Closing Date and, if not so delivered, such share certificates shall be delivered to Buyer as soon as reasonably practicable after Closing; (B) stock powers, stock transfer form forms or other instruments of transfer reasonably acceptable to Buyer duly executed by the respective Equity Interest Sellers in favor of the Buyer Buyer; and (C) in respect of the Shares together with the share certificate relating thereto (or Equity Interests in Greatbatch France, an ordre de mouvement and a registration duties declaration duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer)by Greatbatch Switzerland; (ii) the Seller GB Ltd. shall execute cause Greatbatch Switzerland to enter into and deliver a ▇▇▇▇ of Sale local sale and Assignment transfer agreement with respect to the Acquired Assets owned by Greatbatch Switzerland in substantially the form attached hereto as Exhibit AC (the “Swiss Asset Transfer Agreement”) and perform its obligations thereunder and Buyer shall enter into and deliver the Swiss Asset Transfer Agreement and perform its obligation thereunder; (iii) GB Ltd. shall cause Greatbatch Switzerland to enter into and deliver a local equity interest purchase agreement with respect to the Equity Interests of Greatbatch France in substantially the form attached hereto as Exhibit D (the “French Equity Interest Purchase Agreement”) and perform its obligations thereunder and Buyer shall execute enter into and deliver the French Equity Interest Purchase Agreement and perform its obligation thereunder; (iv) GB Ltd. shall deliver, or cause the other Asset Sellers to deliver, such other instruments of conveyance as Buyer may reasonably request in order to effect the Seller sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets (together with the Swiss Asset Transfer Agreement and the French Equity Interest Purchase Agreement, the “Local Transfer Agreements”); (v) GB Ltd. shall transfer, or cause to be transferred, all Books and Records to Buyer; (vi) GB Ltd. shall deliver or make available, or shall cause to be delivered or made available, to Buyer the minute books, stock and partnership books, ledgers and registers, corporate seals and other similar corporate records of each of the Acquired Companies; (vii) GB Ltd. shall deliver, or cause to be delivered, an executed and notarized bargain and sale deed in form and substance reasonably satisfactory to Buyer with respect to each Owned Facility (the “Deeds”), together with any customary and standard affidavits, indemnities and other customary and standard agreements or assurances reasonably required by a title insurance company to issue title insurance policies in favor of Buyer in form and substance reasonably satisfactory to Buyer; (viii) GB Ltd. shall deliver, or cause to be delivered, any and all documents, affidavits or instruments, executed by a Seller, which are required to be filed in connection with the payment of any foreign, state, county or local transfer Taxes required to be paid in connection with the transfer of each Owned Facility to Buyer; (ix) GB Ltd. shall deliver, or cause to be delivered, an executed Lease Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit BE (or such other form as may be reasonably requested by the landlord of an Assigned Leased Facility) with respect to each of the Assigned Leased Facilities (the “Lease Assignment and Assumption Agreement”), which shall then be executed by Buyer; (ivx) the Seller and the Buyer Parties shall execute and deliver a Transition Services Agreement (the “Transition Services Agreement”) in substantially the form attached hereto as Exhibit CF; (vxi) GB Ltd. shall deliver, or cause the Seller delivery of, executed assignments in form and substance reasonably satisfactory to Buyer transferring all of Acquired Intellectual Property to Buyer (the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D“Intellectual Property Assignments”); (vixii) the Buyer shall pay to GB Ltd. (as agent of the Seller Sellers) the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer one or more accounts designated by the Seller at least two Business Days prior to the ClosingGB Ltd.; (viixiii) GB Ltd. shall deliver, or cause to be delivered to Buyer, or otherwise put Buyer, or cause Buyer to be put, in possession and control of, all of the Acquired Assets of a tangible nature owned by the Asset Sellers; (xiv) GB Ltd. shall deliver and cause Lake Region Medical and Lake Region Manufacturing to deliver to Buyer a certificate from, in form and substance as prescribed by Treasury Regulations promulgated under Section 1445 of the Code, stating that GB Ltd., Lake Region Medical or Lake Region Manufacturing, as applicable, is not a “foreign person” within the meaning of Section 897 of the Code and Reg. § 1.1445-2(b)(2); (xv) GB Ltd. shall cause all Security Interests on the Acquired Assets and the assets and properties of the Acquired Companies and Liens in the case of the Equity Interests and any guarantees provided by an Acquired Company arising under the credit agreement, dated as of October 27, 2015, by among GB Ltd., as the borrower, Integer, as parent, the financial institutions party thereto and Manufacturers and Traders Trust Company, as administrative agent, as amended and GB Ltd.’s 9.125% senior notes due 2023, to be released and terminated; (xvi) except as set forth on Section 2.3(b)(xvi) of the Disclosure Schedule, GB Ltd. shall deliver, or cause to be delivered, evidence reasonably acceptable to Buyer (x) of the release and termination of all Security Interests on the Acquired Assets and the assets and properties of the Acquired Companies and Liens in the case of the Equity Interests and any guarantees provided by an Acquired Company arising under any arrangements or agreements relating to Indebtedness of GB Ltd. or any of its Affiliates (other than the credit agreement, dated as of October 27, 2015, by among GB Ltd., as the borrower, Integer, as parent, the financial institutions party thereto and Manufacturers and Traders Trust Company, as administrative agent, as amended and GB Ltd.’s 9.125% senior notes due 2023) (collectively, the “Seller Financing Arrangements”) and (y) that no Acquired Company or Acquired Asset is bound by, or has any further liability or obligation under, any Seller Financing Arrangement; (xvii) the Parties shall execute and deliver a pricing letter agreement in substantially the form attached as Exhibit J hereto (the “Pricing Letter Agreement”); (xviii) GB Ltd. shall deliver, or cause to be delivered, to Buyer the various certificates, instruments and documents required to be delivered under Section 6.2; (xix) Buyer shall deliver, or cause to be delivered, to Sellers the various certificates, instruments and documents required to be delivered under Section 6.3; and (xx) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory cause to be delivered) to Buyer the Buyer)various certificates, instruments and documents required to be delivered under Section 7.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the Seller shall execute various certificates, instruments and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit Adocuments required to be delivered under Section 7.2; (iii) Seller shall deliver (or cause to be delivered) to Buyer any certificate(s) evidencing the Buyer shall execute and deliver to the Seller an Assumption Agreement Shares, duly endorsed in substantially the form attached hereto as Exhibit Bblank, or with stock powers; (iv) the Seller and the Buyer shall execute repay, or cause to be repaid, on behalf of the Company, the Debt of the Company set forth on Section 2.4(b)(iv) of the Disclosure Schedule in each case then outstanding as of immediately prior to the Closing in accordance with the terms thereof and deliver a Transition Services Agreement of any payoff letters with respect thereto, by wire transfer of immediately available funds to the accounts designated in substantially such payoff letters or, if not designated therein, pursuant to the form attached hereto as Exhibit Cwire transfer instructions provided by Seller not less than one (1) Business Day prior to the Closing Date; (v) the Seller and the Buyer shall execute and deliver a Supply Agreement in substantially pay, or cause to be paid, on behalf of the form attached hereto Company and/or Seller, as Exhibit D;applicable, the Unpaid Transaction Expenses by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by Seller not less than two (2) Business Day prior to the Closing Date. (vi) the Buyer shall pay deliver an amount equal to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) General Escrow Amount in cash by wire transfer of immediately available funds in accordance with funds, to an escrow account (the wire transfer instructions delivered “General Escrow Account”) designated by Seller and the Escrow Agent, pursuant to the Escrow Agreement, to be held in escrow as security for (i) the indemnification obligations of Seller in favor of Buyer by the Seller at least two Business Days prior and (ii) adjustments to the ClosingPurchase Price contemplated by Section 2.5, in each case, pursuant to the provisions of this Agreement and the Escrow Agreement; (vii) Buyer shall deliver in cash by wire transfer of immediately available funds, to an escrow account (the Parties shall execute “Environmental Escrow Account”) designated by Seller and deliver the Escrow Agent, an amount equal to the sum of (A) the aggregate amount of all Ongoing Corrective Action Cost Estimates, (B) the Corrective Action Cost Estimates for all Real Properties (other than Excluded Properties or Properties for which Buyer has elected to be Responsible pursuant to Section 6.5(c)), and (C) the UST Repair Action Cost Estimates for all Real Properties (other than (i) Excluded Properties, (ii) Properties for which Buyer has elected to be Responsible pursuant to Section 6.5(c), or (iii) in respect of any UST Defective Condition for which Seller has elected to pursue UST Option (2)) and the sum of clauses (A), (B) and (C), the “Environmental Escrow Amount”), to be held as security for Seller’s Corrective Action and/or UST Repair Action obligations under ARTICLE VI, in each other a cross-receipt evidencing case, pursuant to the transactions referred to above;provisions of this Agreement and the Escrow Agreement; and (viii) Buyer shall pay to Seller the Closing Date Payment in cash by wire transfer of immediately available funds, pursuant to the wire transfer instructions provided by Seller not less than one (1) Business Day prior to the Closing Date. (ix) Seller shall deliver to Buyer an affidavit affirming the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director representation and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under warranty specified in Section 519 of the Companies ▇▇▇ ▇▇▇▇;3.18(g). (x) the Seller shall cause have delivered to be held a meeting Buyer copies of all third-party consents under Leases which are listed on Section 3.1.4 of the board of directors of Raydex at which: Disclosure Schedule (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing“Lease Consents”), the certificate of incorporation and but excluding any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) Lease Consents under Leases for the purposes of electronic filing with the Registrar of Companies of England and WalesExcluded Properties.

Actions at the Closing. At the Closing:, (a) the Parent and the Company shall deliver to the Buyer and the Merger Subsidiary the various certificates, instruments and documents referred to in Section 5.2, (b) the Buyer and the Merger Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Buyer shall file with the Secretary of State of the State of Delaware the Buyer Charter Amendment (as defined in Section 4.12), (d) the Company and the Merger Subsidiary shall (i) the Seller Buyer shall execute and deliver (A) to the Buyer a stock transfer form in favor Pre-Petition Agent, for the benefit of the Buyer Pre-Petition Lenders, immediately available funds equal to the excess of (x) $649,000,000 over (y) the Company Tower Sale Proceeds (as defined in respect Section 5.2(f)), (B) to the Company immediately available funds when and as required in amounts sufficient to pay allowed administrative and priority claims and expenses of the Shares together with Debtors, whether allowed prior to or after the share certificate relating thereto Effective Time, as set forth in the Amended Plan (collectively, the "Plan Cash") and (C) to a bank trust company or duly executed indemnity for that share certificate in a form other entity reasonably satisfactory to the BuyerCompany and the Buyer appointed by the Buyer to act as the exchange agent (the "Exchange Agent") pursuant to Section 1.6(a); , certificates representing an aggregate number of shares of Buyer Common Stock determined in accordance with the pricing mechanism set forth in Schedule II attached hereto (the "Plan Shares") to be distributed as contemplated by Section 1.6(b), (ii) the Seller Buyer shall execute issue the Buyer Common Stock (and deliver Buyer Class B Common Stock, if applicable) and, if a ▇▇▇▇ Rights Offering Adjustment shall not have occurred, (A) Buyer Warrants purchased through the exercise of Sale Rights and Assignment (B) Buyer Warrants purchased by or otherwise issued to the Standby Purchasers in substantially connection with the form attached hereto as Exhibit A; Standby Purchase Commitments, and (iii) if a Rights Offering Adjustment shall have occurred, the Buyer shall execute and deliver issue the Buyer Common Stock purchased through the exercise of the Stockholder Rights and, to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit B; (iv) the Seller and extent such Stockholder Rights are not exercised, the Buyer shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit C; (v) the Seller and issue the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D; (vi) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing; (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and WalesParticipation Warrants.

Actions at the Closing. At the Closing: (i) the Each Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory cause to be delivered) to Buyer the Buyer)various certificates, instruments, agreements and documents required to be delivered by such Seller under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to ASI Holdings the Seller various certificates, instruments, agreements and documents required to be delivered under Section 5.2; (iii) Sellers and Buyer shall execute and deliver a ▇B▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit A;C: (iiiiv) the Buyer Sellers shall execute and deliver to a Trademark Assignment Agreement in substantially the Seller form attached hereto as Exhibit D: (v) Sellers shall execute and deliver a Patent Assignment Agreement in substantially the form attached hereto as Exhibit E; (vi) Buyer and Sellers shall execute and deliver an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B; (iv) the Seller and the Buyer shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit C; (v) the Seller and the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D; (vi) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the ClosingF; (vii) Each Seller shall transfer to Buyer all the Parties shall execute books, records, files and deliver other data (or copies thereof), financial or otherwise, within the possession of such Seller relating to each other a cross-receipt evidencing the transactions referred to aboveAcquired Assets and reasonably necessary for the continued operation of the Business by Buyer; (viii) the Each Seller shall deliver to Buyer a list of all open customer and supplier purchase orders of such Seller as of the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at RaydexClosing Date; (ix) Each Seller shall execute and deliver such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets owned by such Seller; and (x) Each Seller shall deliver to the Buyer, or otherwise put Buyer a written resignation in possession and control of, all of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue Acquired Assets of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) tangible nature owned by such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and WalesSeller.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver (or cause to be delivered) to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory various certificates, instruments and documents required to the Buyer)be delivered under Section 5.1; (ii) the Buyer shall deliver (or cause to be delivered) to the Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) the Seller shall execute and deliver a bill of sale and ▇▇▇▇ ignment for all of Sale and Assignment the Acquired Assets in substantially the form attached hereto as Exhibit AA (“Bill of Sale”); (iiiiv) the Seller shall execute and deliver one or more assignments of the Intellectual Property Assets in the form or forms attached hereto as Exhibit B (“IP Assignments”); (v) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets, each in form and substance reasonably satisfactory to Buyer and its legal counsel; (vi) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit BC; (ivvii) the Seller Buyer and the Buyer Seller shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit CD; (vviii) the Seller Buyer and the Buyer Seller shall execute and deliver a Supply Agreement such other instruments as the Seller may reasonably request in substantially order to effect the assumption by the Buyer of the Assumed Liabilities, each in form attached hereto as Exhibit Dand substance reasonably satisfactory to Seller; (viix) the Seller shall transfer to the Buyer copies of all books and records, files and other data within the possession of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer, in a format reasonably acceptable to the Buyer, and without limiting the generality of formats that are reasonably acceptable, books, records, files, and other data that are delivered electronically in WORD, EXCEL or PDF formats, or on paper shall be deemed to be acceptable to the Buyer; (x) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) Payment in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer into an account designated by the Seller at least two Business Days prior to the ClosingSeller; (viixi) the Buyer shall deliver the Estimated Adjustment Payment to the escrow agent by wire transfer of immediately available funds; (xii) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature owned by the Seller; and (xiii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer)Seller Certificate; (ii) the Buyer shall deliver the Buyer Certificate; (iii) the Seller shall execute and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit AB-1 (the “Seller ▇▇▇▇ of Sale”); (iiiiv) the Seller Affiliate shall execute and deliver a ▇▇▇▇ of Sale in the form attached hereto as Exhibit B-2 (the “Affiliate ▇▇▇▇ of Sale”); (v) the Buyer shall execute and deliver to the Seller an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit BC (the “Assignment and Assumption Agreement”); (ivvi) the Seller Buyer and the Buyer Seller shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit CD (the “Transition Services Agreement”); (vvii) the Seller Buyer and the Seller shall execute and deliver (A) a Gateway Sublease Agreement in the form attached hereto as Exhibit E (the “Gateway Sublease Agreement”) or (B) such other agreement for the purposes of documenting the alternative to the Gateway Sublease Agreement contemplated by Section 5.2(i)(B); (viii) to the extent there are any Non-Consenting Sponsors or Terminating Sponsors as of the Closing, the Buyer and the Seller shall execute and deliver a Supply MAPSA Subcontracting Agreement in substantially the form attached hereto as Exhibit DF (the “MAPSA Subcontracting Agreement”); (viix) the Seller shall execute and deliver to the Buyer a certificate as to the non-foreign status of the Seller, dated as of the Closing Date, complying with the requirements of Treasury Regulation Section 1.1445-2(b)(2); (A) the Buyer and Pruco shall execute and deliver the Pruco Contract in substantially the form attached hereto as Exhibit G-1 and (B) the Seller and Pruco shall execute and deliver a termination agreement in substantially the form attached hereto as Exhibit G-2 (the “Pruco/PI Termination Agreement); (xi) the Buyer shall pay to the Seller the Closing Date Adjusted Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer into an account designated by the Seller at least two Business Days prior to the Closing;Seller; and (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (xxii) the Seller shall cause to be held a meeting filed such documents as are necessary to change the name of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of Canadian Subsidiary to a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) name chosen by the Seller shall deliver to that does not include the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation phrase “Wealth Management Solutions” or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales“WMS”.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer); (ii) the Seller shall execute and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit A; (iiiii) the Buyer Seller, as assignor, and the Buyer, as assignee, shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit B; (iii) the Seller and the Buyer shall execute and deliver the Intellectual Property Matters Agreement in substantially the form attached hereto as Exhibit C; (iv) the Seller and the Buyer shall execute and deliver a the Transition Services Agreement in substantially the form attached hereto as Exhibit CD; (v) the Seller and the Buyer shall execute and deliver a Supply the Manufacturing Trademark License Agreement in substantially the form attached hereto as Exhibit DE; (vi) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least not less than two (2) Business Days prior to the Closing; (vii) the Seller shall deliver the tangible assets included in the Acquired Assets to Buyer, provided however that Seller shall retain physical possession of any Acquired Assets reasonably necessary to fulfill its obligations under the Transition Services Agreement during the term of the Transition Services Agreement and shall deliver such tangible assets and the tangible assets included in the Acquired Assets located outside of the U.S. in accordance with Section 4.4; and (viii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments and documents required to be delivered under Section 6.1; (ii) the Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 6.2; (iii) Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer); (ii) the Seller shall execute and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit A; (iii) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit BSale; (iv) the Buyer and Seller and the Buyer shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit CAssignment and Assumption Agreement; (v) the Seller and the Buyer shall execute and deliver a Supply Agreement pay to Seller the Purchase Price in substantially accordance with the form attached hereto as Exhibit Dprovisions of Section 2.2 hereof; (vi) Seller shall deliver to the Buyer, or otherwise put the Buyer shall pay to in possession and control of, all of the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer Business Assets of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closinga tangible nature; (vii) the Parties Buyer and Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) Seller shall have delivered to the Buyer Lien releases, pay-off letters and UCC-3 termination statements as may be necessary to evidence the release and termination of all material Liens (other than Permitted Encumbrances) on the Business Assets and on Seller’s right, title and interest in the Business Assets that are not owned by Seller; (ix) Seller shall execute and deliver certificates as required under Section 1445 of the Code and Section 1.1445-2(b) of the Treasury regulations; provided, however, that if Seller fails or refuses to deliver the certificate required to confirm it is not a “foreign person” as such term is defined in Section 1445(f)(3) of the Code, or the Buyer has actual knowledge that such certificate is false, the Buyer shall deduct and withhold from the Purchase Price a Tax as required by Section 1445 of the Code; and, provided, further, that, in the Table of Contents event of any such withholding, the Closing hereunder shall not be otherwise affected, the Buyer shall remit such amount to and file the required form with the IRS and Seller in the event of any claimed over-withholding, (A) shall be limited solely to an action against the IRS for a refund, and (B) hereby waives any right of action against the Buyer on account of such withholding; and (x) Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director all keys, access codes and as secretary of Raydex combinations to all locks, and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver other security devices to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares Real Estate. The agreements and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations instruments referred to in clauses (viiii)-(x) above shall be accepted; (C) such firm of accountants are referred to herein as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales“Transfer Documents.”

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory cause to be delivered) to Buyer the Buyer)various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) Seller shall execute and deliver a to Buyer an executed ▇▇▇▇ of Sale and in substantially the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”); (iv) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit AD (the “Trademark Assignment”); (iiiv) the Buyer The Parties shall execute and deliver to the Seller an Assumption each other a Patent License Agreement in substantially the form attached hereto as Exhibit BE (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (ivvi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and the Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit CG (the “Transition Services Agreement”); (vxii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and the other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer shall execute may reasonably request to convey, assign, transfer and deliver a Supply Agreement to Buyer such equity interests in substantially the form attached hereto as Exhibit D;Transferred Subsidiaries free and clear of Encumbrances; and (vixiii) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing; (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing1.2(b), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing:, (a) the Parent and the ---------------------- Company shall deliver to the Buyer and the Merger Subsidiary the various certificates, instruments and documents referred to in Section 5.2, (b) the Buyer and the Merger Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Buyer shall file with the Secretary of State of the State of Delaware the Buyer Charter Amendment (as defined in Section 4.12), (d) the Company and the Merger Subsidiary shall immediately thereafter file with the Secretary of State of the State of Delaware the Certificate of Merger, (e) (i) the Seller Buyer shall execute and deliver (A) to the Buyer a stock transfer form in favor Pre-Petition Agent, for the benefit of the Buyer Pre-Petition Lenders, immediately available funds equal to the excess of (x) $649,000,000 over (y) the Company Tower Sale Proceeds (as defined in respect Section 5.2(f)), (B) to the Company immediately available funds when and as required in amounts sufficient to pay allowed administrative and priority claims and expenses of the Shares together with Debtors, whether allowed prior to or after the share certificate relating thereto Effective Time, as set forth in the Amended Plan (collectively, the "Plan Cash") and (C) to a bank trust company or duly executed indemnity for that share certificate in a form other entity reasonably satisfactory to the BuyerCompany and the Buyer appointed by the Buyer to act as the exchange agent (the "Exchange Agent") pursuant to Section 1.6(a); , certificates representing an aggregate number of shares of Buyer Common Stock determined in accordance with the pricing mechanism set forth in Schedule II attached hereto (the "Plan Shares") to be distributed as contemplated by Section 1.6(b), (ii) the Seller Buyer shall execute issue the Buyer Common -------------- Stock (and deliver Buyer Class B Common Stock, if applicable) and, if a ▇▇▇▇ Rights Offering Adjustment shall not have occurred, (A) Buyer Warrants purchased through the exercise of Sale Rights and Assignment (B) Buyer Warrants purchased by or otherwise issued to the Standby Purchasers in substantially connection with the form attached hereto as Exhibit A; Standby Purchase Commitments, and (iii) if a Rights Offering Adjustment shall have occurred, the Buyer shall execute and deliver issue the Buyer Common Stock purchased through the exercise of the Stockholder Rights and, to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit B; (iv) the Seller and extent such Stockholder Rights are not exercised, the Buyer shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit C; (v) the Seller and issue the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D; (vi) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing; (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and WalesParticipation Warrants.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory cause to be delivered) to Buyer the Buyer)various certificates, instruments and documents required to be delivered under Section 5.2; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.3; (iii) Seller and Buyer shall execute and deliver a (or cause to be delivered) to the other one or more executed Bills of Sale in substantially the form attached hereto as Exhibit D (the “▇▇▇▇ of Sale Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment in substantially the form attached hereto as Exhibit AE (the “Trademark Assignment”); (iiiv) the Seller and Buyer shall execute and deliver (or cause to be delivered) to the Seller other an Assumption executed Patent License Agreement in substantially the form attached hereto as Exhibit BF (the “Patent License Agreement”); (ivvi) Buyer shall deliver to Seller one or more executed Assumption Agreements and such other instruments as Seller may reasonably request in order to effect the assignment to, and assumption by, Buyer of certain of the Acquired Assets and the Assumed Liabilities; (vii) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Records, including the corporate record books of Transferred Subsidiaries included within the Acquired Assets; (viii) Seller shall deliver to Buyer executed non-solicitation agreements of those persons listed on Section 1.3(b)(viii) of the Disclosure Schedule in substantially the form attached hereto as Exhibit G (the “Executive Non-Solicitation Agreements”); (ix) Seller shall deliver to Buyer an executed non-competition and non-solicitation agreement in substantially the form attached hereto as Exhibit H (the “Company Non-Competition and Non-Solicitation Agreement”); (x) Seller and the Buyer shall execute and deliver a (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit CI (the “Transition Services Agreement”); (vxi) Seller shall deliver (or cause to be delivered) all share transfer agreements, stock certificates or other instruments evidencing equity interests in the Seller Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and the other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer shall execute may reasonably request to convey, assign, transfer and deliver a Supply Agreement to Buyer such equity interests in substantially the form attached hereto Transferred Subsidiaries free and clear of Encumbrances (collectively, the “Share Transfer Documents”); provided, however that Seller shall not be required to deliver any such instruments with respect to the equity interests in Sycamore Networks (Shanghai) Co., Ltd. (“Sycamore Shanghai”) until such time as Exhibit Dthe requisite governmental approvals for the transfer of such equity interests have been obtained; (vixii) Seller shall deliver (or cause to be delivered) such other certificates, documents, instruments and writings as shall be reasonably requested by Buyer to effectively vest in Buyer title in and to the Acquired Assets, free and clear of all Encumbrances, in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing; (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing1.2(a), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory cause to be delivered) to Buyer the Buyer)various certificates, instruments and documents required to be delivered under Section 7.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the Seller shall execute various certificates, instruments and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit Adocuments required to be delivered under Section 7.2; (iii) Seller shall deliver (or cause to be delivered) to Buyer any certificate(s) evidencing the Buyer shall execute and deliver to the Seller an Assumption Agreement Shares, duly endorsed in substantially the form attached hereto as Exhibit Bblank, or with stock powers; (iv) the Seller and the Buyer shall execute repay, or cause to be repaid, on behalf of the Company, the Debt of the Company set forth on Section 2.4(b)(iv) of the Disclosure Schedule in each case then outstanding as of immediately prior to the Closing in accordance with the terms thereof and deliver a Transition Services Agreement of any payoff letters with respect thereto, by wire transfer of immediately available funds to the accounts designated in substantially such payoff letters or, if not designated therein, pursuant to the form attached hereto as Exhibit Cwire transfer instructions provided by Seller not less than one (1) Business Day prior to the Closing Date; (v) the Seller and the Buyer shall execute and deliver a Supply Agreement in substantially pay, or cause to be paid, on behalf of the form attached hereto Company and/or Seller, as Exhibit D;applicable, the Unpaid Transaction Expenses by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by Seller not less than two (2) Business Day prior to the Closing Date. (vi) the Buyer shall pay deliver an amount equal to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) General Escrow Amount in cash by wire transfer of immediately available funds in accordance with funds, to an escrow account (the wire transfer instructions delivered “General Escrow Account”) designated by Seller and the Escrow Agent, pursuant to the Escrow Agreement, to be held in escrow as security for (i) the indemnification obligations of Seller in favor of Buyer by the Seller at least two Business Days prior and (ii) adjustments to the ClosingPurchase Price contemplated by Section 2.5, in each case, pursuant to the provisions of this Agreement and the Escrow Agreement; (vii) Buyer shall deliver in cash by wire transfer of immediately available funds, to an escrow account (the Parties shall execute “Environmental Escrow Account”) designated by Seller and deliver the Escrow Agent, an amount equal to the sum of (A) the aggregate amount of all Ongoing Corrective Action Cost Estimates, (B) the Corrective Action Cost Estimates for all Real Properties (other than Excluded Properties or Properties for which Buyer has elected to be Responsible pursuant to Section 6.5(c)), and (C) the UST Repair Action Cost Estimates for all Real Properties (other than (i) Excluded Properties, (ii) Properties for which Buyer has elected to be Responsible pursuant to Section 6.5(c), or (iii) in respect of any UST Defective Condition for which Seller has elected to pursue UST Option (2)) and the sum of clauses (A), (B) and (C), the “Environmental Escrow Amount”), to be held as security for Seller’s Corrective Action and/or UST Repair Action obligations under ARTICLE VI, in each other a cross-receipt evidencing case, pursuant to the transactions referred to above;provisions of this Agreement and the Escrow Agreement; and (viii) Buyer shall pay to Seller the Closing Date Payment in cash by wire transfer of immediately available funds, pursuant to the wire transfer instructions provided by Seller not less than one (1) Business Day prior to the Closing Date. (ix) Seller shall deliver to Buyer an affidavit affirming the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director representation and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇;warranty specified in (x) the Seller shall cause have delivered to be held a meeting Buyer copies of all third-party consents under Leases which are listed on Section 3.1.4 of the board of directors of Raydex at which: Disclosure Schedule (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing“Lease Consents”), the certificate of incorporation and but excluding any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) Lease Consents under Leases for the purposes of electronic filing with the Registrar of Companies of England and WalesExcluded Properties.

Actions at the Closing. At the Closing: (i) the Seller Sellers shall execute and deliver (or cause to be delivered) to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory various certificates, instruments, agreements and documents required to the Buyer)be delivered under Section 5.1; (ii) the Seller Buyer shall execute deliver (or cause to be delivered) to the Sellers the various certificates, instruments, agreements and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit Adocuments required to be delivered under Section 5.2; (iii) the Buyer appropriate Sellers shall execute and deliver to Bills of Sale in substantially the forms attached hereto as Exhibits A-1 and A-2; (iv) each Seller an Assumption Agreement owning patents or patent applications included in the Acquired Assets shall execute and deliver a Patent Assignment in substantially the form attached hereto as Exhibit B; (ivv) each Seller owning registered trademarks included in the Seller and the Buyer Acquired Assets shall execute and deliver a Transition Services Agreement Trademark Assignment in substantially the form attached hereto as Exhibit C; (vvi) each Seller owning registered copyrights included in the Seller and the Buyer Acquired Assets shall execute and deliver a Supply Agreement Copyright Assignment in substantially the form attached hereto as Exhibit D; (vivii) the Sellers and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets owned by the Sellers; (viii) the appropriate Buyer Parties shall execute and deliver to the Sellers Assumption Agreements in substantially the forms attached hereto as Exhibits E-1 and E-2; (ix) the Buyer and the Sellers shall execute and deliver to each other Transition Services Agreements in forms reasonably acceptable to the Parties; (x) each Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession of such Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer (other than any Excluded Assets); (xi) the Buyer shall pay to the Seller Sellers the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash Cash Consideration by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer into one or more accounts designated by the Seller at least two Business Days prior to the ClosingSellers; (viixii) the Sellers shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature owned by the Sellers; (xiii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viiixiv) each of the Seller Business Employees who is party to a written employment agreement or contract with any Seller, other than any German Employee, shall deliver a written termination or cancellation of such employment agreement or contract in form and substance reasonably satisfactory to the Buyer duly executed letters of resignation of Sellers, and OSG’s managing director (Geschäftsführer), ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as Koller, shall deliver a director cancellation agreement in form and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydexsubstance reasonably satisfactory to the Buyer; (ixxv) each of the Business Employees who is an officer or director of any Seller or any Affiliate thereof shall deliver his or her written resignation from such positions to the Sellers; and (xvi) the Seller Parties shall execute and deliver to each other an amendment (in form and substance reasonably satisfactory to the Buyer a written resignation Parties) to each of the auditors of Raydex together with following agreements removing the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held Parent as a meeting of the board of directors of Raydex at whichparty thereto: (A) the registration of the transfer of the Shares Development, Supply and the issue of a share certificate in respect of the Shares shall Distribution Agreement (subject to stampingBlood Gas Analyzers) be approvedeffective August 5, 2004 among OSI, IDEXX Operations, Inc. and IDEXX Europe B.V.; and (B) such persons as the Buyer shall nominate shall be appointed as directors Development and as secretary of Raydex Supply Agreement (Aquamarine) effective August 5, 2004 among OSI, IDEXX Operations, Inc. and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.IDEXX Europe B.V.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to the Buyer a stock transfer ▇▇▇▇ of Sale in the form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer)attached hereto as Exhibit A; (ii) the Seller shall execute and deliver a ▇▇▇▇ of Sale and the Trademark Assignment in substantially the form attached hereto as Exhibit A; (iii) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit B; (iii) the Seller shall execute and deliver a Copyright Assignment in the form attached hereto as Exhibit C; (iv) the Seller shall execute and deliver a Patent Assignment in the form attached hereto as Exhibit D; (v) the Seller shall execute and deliver a Subordination Agreement in such form as may be reasonably satisfactory to the Buyer’s lender; (vi) the Seller and the Buyer shall execute and deliver a Transition Services Agreement such other instruments of conveyance as the Buyer may reasonably request in substantially order to effect the form attached hereto as Exhibit Csale, transfer, conveyance and assignment to the Buyer of good and valid ownership of the Acquired Assets; (vvii) the Seller and the Buyer shall execute and deliver a Supply the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit DE; (viviii) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (ix) the Seller shall deliver to the Buyer all the Books and Records relating to the Acquired Assets or the Business; (x) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing subject to adjustment pursuant to Section 1.41.3(b) hereof) as follows: (1) payment of Two Million Seven Hundred Fifty Thousand US Dollars (US$2,750,000) in cash immediately available funds by wire transfer into an account designated by the Seller; and (2) execution and delivery of immediately the Note in the form attached hereto as Exhibit F; (xi) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, (A) all of the Acquired Assets of a tangible nature free and clear of all Security Interests, except for Permitted Liens; and (B) the original execution copies, if available funds or required by applicable Laws, or copies of all of the Acquired Assets that are embodied in accordance with writing; (xii) the wire transfer instructions delivered Seller shall deliver (or cause to be delivered) to the Buyer by the Seller at least two Business Days following certificates, instruments and documents: (A) all of the Third Party Consents listed on Schedule 1.5(b)(xii)(A) (the “Required Consents”), which shall be in writing and in a form reasonably satisfactory to Buyer; (B) releases of all Security Interests on the Acquired Assets except for Permitted Liens; (C) a certificate dated as of a date not earlier than seven (7) days prior to the ClosingClosing Date as to the good standing of the Seller in the Commonwealth of Pennsylvania and in all other United States jurisdictions where the Seller is required to register as a foreign corporation; (viiD) a certificate of the Secretary or another executive officer of the Seller, dated as of the Closing Date, and certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing and that the conditions to be satisfied by Seller pursuant to Section 6.3 below are satisfied in all respects; and (E) the Permits required for the operation of the Business, all of which shall have been validly transferred to Buyer, other than Permits that are not permitted to be transferred by applicable Laws; (xiii) the Buyer shall deliver (or cause to be delivered) to the Seller a certificate of the Secretary or another executive officer of the Buyer, dated as of the Closing Date, and certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing and that the conditions to be satisfied by Buyer pursuant to in Section 6.2 below are satisfied in all respects; and (xiv) the Parties shall have delivered to each other copies of all registrations, filings, notices, consents and approvals with or to Governmental Entities in connection with the transactions contemplated hereby (the “Governmental Filings”), all of which Governmental Filings are listed on Schedule 1.5(b)(xiv); (xv) the Operating Company and the Buyer shall execute and deliver to each other a Transition Services Agreement in the form attached hereto as Exhibit G; (xvi) the Operating Company and the Buyer shall execute and deliver to each other a Security Agreement in the form attached hereto as Exhibit H; (xvii) the Seller shall have terminated any and all employment-related agreements between the Seller and each Hired Employee and shall have executed and delivered to Buyer, with respect to each Hired Employee, a waiver and release in the form attached hereto as Exhibit I which releases the Hired Employees from their obligations under such employment-related agreements, so that the Hired Employees may accept employment with Buyer; (xviii) the Seller and Buyer shall execute and deliver to each other a Trademark License and Software Sublicense Agreement in the form attached hereto as Exhibit J to permit Buyer to use the Seller ▇▇▇▇ “Lighthouse” in connection with the manufacture, marketing and sale of certain products of the Business; (xix) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director . The agreements and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations instruments referred to in clauses (viiii) through (xix) above shall be accepted; (C) such firm of accountants are referred to herein as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales“Ancillary Agreements.”

Actions at the Closing. At the Closing: (i) the Seller Sellers shall execute and deliver (or cause to be delivered) to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory various certificates, instruments and documents required to the Buyer)be delivered under Section 5.1; (ii) the Seller Buyer shall deliver (or cause to be delivered) to the Sellers the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) the Sellers and the Buyer shall execute and deliver a ▇▇▇▇ of Sale and Assignment the Transition Services Agreement in substantially the form attached hereto as Exhibit A; (iiiiv) the Buyer Sellers shall execute and deliver to the Seller an Assumption Agreement a B▇▇▇ of Sale in substantially the form attached hereto as Exhibit B; (ivv) the Seller and Parent, Analog BV, the Buyer and any applicable Buyer Designee(s) shall execute and deliver a Transition Services the License Agreement in substantially the form attached hereto as Exhibit C; (vvi) each Seller owning patents or patent applications included in the Seller and the Buyer Acquired Assets shall execute and deliver a Supply Agreement Patent Assignment in substantially the form attached hereto as Exhibit D; (vivii) each Seller owning registered trademarks included in the Acquired Assets shall execute and deliver a Trademark Assignment in substantially the form attached hereto as Exhibit E; (viii) each Seller owning registered mask works included in the Acquired Assets shall execute and deliver a Mask Work Assignment in substantially the form attached hereto as Exhibit F; (ix) the Buyer shall execute and deliver to Sellers an Instrument of Assumption of Liabilities in substantially the form attached hereto as Exhibit G; (x) the applicable Sellers and the applicable Buyer Designees shall execute the Country-Specific Asset Purchase Agreements and such additional documents as may be reasonably necessary to consummate the transactions contemplated by the Country-Specific Asset Purchase Agreements; (xi) the Parent, Buyer and the Escrow Agent under the Escrow Agreement shall execute and deliver the Escrow Agreement; (xii) the Sellers and the Buyer and/or the applicable Buyer Designees shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer and/or the applicable Buyer Designees of valid ownership of the Acquired Assets owned by the Sellers; (xiii) the Buyer and the Sellers shall execute and deliver such other instruments as any Seller may reasonably request in order to effect the assumption by the Buyer and/or the applicable Buyer Designees of the Assumed Liabilities; (xiv) each Seller shall transfer the Books and Records to the Buyer and/or the applicable Buyer Designees; (xv) the Buyer shall pay to the Seller Parent the Purchase Price (as adjusted at Closing pursuant to Section 1.4) Payment in cash by wire transfer of immediately available funds into an account designated by the Parent in accordance with Section 1.2(a); (xvi) the wire Sellers shall put the Buyer and/or the applicable Buyer Designees in possession and control of, all of the Acquired Assets of a tangible nature owned by the Sellers; (xvii) each Seller that shall transfer instructions delivered an interest in U.S. real property pursuant to this Agreement or the Ancillary Agreements shall deliver to the Buyer by the Seller at least two Business Days prior a certification to the Closing;effect that such Seller is not a “foreign person” as defined in Section 1445 of the Code; and (viixviii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At or prior to the Closing:: ---------------------- (a) the Company Stockholder shall deliver to the Buyer the certificate representing the Shares held by the Company Stockholder; (b) the Company Stockholder, the Buyer and State Street Bank and Trust Company (the "Escrow Agent") shall have entered into the Escrow Agreement in the form of Exhibit A-1 attached hereto; ----------- (c) the Buyer, the Escrow Agent and the key employees of the Company listed on Schedule I attached hereto (the "Key Employees") shall have entered ---------- into the Escrow Agreement in the form of Exhibit A-2 attached hereto; ----------- (e) each Key Employee shall have entered into a Non-Competition and Non-Solicitation Agreement in the form of Exhibit C attached hereto; ---------- (f) each of the employees of the Company listed on Schedule II hereto ----------- (the "Employees") shall have entered into the Standard Employee Agreement of the Buyer in the form of Exhibit D attached hereto; --------- (g) the Buyer shall have received an opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., counsel to the Company Stockholder and the Company, substantially in the form of Exhibit E attached hereto; --------- (h) the Company Stockholder shall have received an opinion from ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the Buyer, substantially in the form of Exhibit F --------- attached hereto; (i) the Seller Buyer shall execute and deliver have granted to the Company Stockholder an option to purchase an aggregate of 25,000 shares of common stock of the Buyer, $.001 par value per share ("Buyer a stock transfer form in favor Common Stock") at the closing price of the Buyer Common Stock on the Closing Date as reported by The Nasdaq National Market in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer); (ii) the Seller shall execute and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form of Exhibit G attached hereto as Exhibit A; (iii) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit B; (iv) the Seller and the Buyer shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit C; (v) the Seller and the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D; (vi) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing; (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇"▇▇▇▇▇▇ Option"); --------- (j) the Company Stockholder shall have delivered an Investment Representation Letter in the form of Exhibit H attached hereto to the Buyer; --------- (k) the Buyer shall have delivered a certificate of the Secretary of the State of Delaware as a director to the legal existence and as secretary good standing of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydexthe Buyer in Delaware; (ixl) the Seller Company shall have delivered a certificate of the Secretary of State of the Commonwealth of Massachusetts as to the legal existence and good standing of the Company in Massachusetts; (m) the Company shall deliver the resignations of all members of the Company's Board of Directors; (n) the Company shall terminate its 401(k) plan; (o) the Buyer shall pay the purchase price as set forth below in Section 1.5; (p) the Company Stockholder shall have delivered to the Buyer a written resignation all consents, approvals and waivers of lenders, lessors and other third parties whose consent, approval or waiver is required under their respective agreement or understanding with the Company or the Company Stockholder, as the case may be, in connection with the sale of the auditors of Raydex together with Shares hereunder or the item required under Section 519 merger of the Companies ▇▇▇ ▇▇▇▇Company into the Buyer contemplated herein; (xq) the Seller Company shall cause have delivered to be held a meeting the Buyer terminations of all Stock Restriction Agreements in the board form of directors Exhibit I from each party thereto --------- and waivers of Raydex at which: certain rights under certain Incentive Stock Option Agreements in the form of Exhibit J from each party thereto; --------- (Ar) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares Company Stockholder shall be released from all bank guarantees; (subject to stamping) be approved; (Bs) such persons other documents, instruments or certificates as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and or the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and WalesCompany Stockholder may reasonably request.

Actions at the Closing. At the Closing: (ia) the Seller Company and the Company Shareholder shall execute and deliver to the Buyer the various certificates, instruments and documents referred to in Section 7.2; (b) the Buyer shall deliver to the Company and the Company Shareholder the various certificates, instruments and documents referred to in Section 7.3; (c) the Company Shareholder shall deliver to the Buyer the certificates representing the Shares, together with stock powers duly executed by the Company Shareholder; (d) the Company shall deliver a stock transfer form in favor copy of the Buyer in respect resolutions duly adopted by the board of directors of the Shares together with Company evidencing authorization of the share certificate relating thereto (or duly executed indemnity for that share certificate execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the Secretary of the Company in a form and substance reasonably satisfactory to the Buyer) (e) the Buyer shall deliver a copy of the resolutions duly adopted by the board of directors of the Buyer evidencing authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the Secretary of the Buyer in form and substance reasonably satisfactory to the Company; (iif) the Seller Buyer shall execute and pay One Hundred Thirty Million Eight Hundred Fifty-Four Thousand Dollars ($130,854,000), in cash, to the Company Shareholder, by wire transfer of immediately available funds, to the accounts designated by the Company Shareholder; (g) the Buyer shall deliver to the Company Shareholder a ▇▇▇▇ promissory note payable to the Company Shareholder in the amount of Sale and Assignment Thirty Million Dollars ($30,000,000) in substantially the form attached hereto as Exhibit AA (the “Note”); (iiih) the Buyer Buyer, the Company Shareholder and the Escrow Agent shall execute and deliver the Escrow Agreement, and the Parent shall deposit Nine Hundred Six Thousand Eighty-Four (906,084) shares of the Parent’s common stock, $0.01 par value per share (the “Parent Common Stock”) issued in the name of the Company Shareholder (the “Escrow Shares”) into the account designated by the Escrow Agent for the purposes set forth in Section 1.6, which number of shares has been determined by the Parties by dividing (i) Twenty Million Dollars ($20,000,000) by (ii) the average of the closing price per share of the Parent Common Stock on the New York Stock Exchange over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit Bdate of this Agreement; (ivi) the Seller Parent shall deliver to the Company Shareholder One Million Ninety-Three Thousand Nine Hundred Sixteen (1,093,916) shares (the “Closing Shares” and together with the Escrow Shares, the “Parent Shares”) of the Parent Common Stock, issued in the name of the Company Shareholder, which number of shares has been determined by subtracting (i) the number of Escrow Shares from (ii) Two Million (2,000,000), and the Buyer value of the Closing Shares shall execute and deliver a Transition Services Agreement in substantially be equal to (y) the form attached hereto as Exhibit Cnumber of Closing Shares multiplied by (z) the average of the closing price per share of the Parent Common Stock on the New York Stock Exchange over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the date of this Agreement; (v) the Seller and the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D; (vij) the Buyer shall pay on behalf of the Company, or cause the Company to pay, all Indebtedness and Unpaid Selling Expenses of the Seller Company in the Purchase Price amounts set forth in the Draft Computation; and (as adjusted at Closing pursuant to Section 1.4k) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by and the Seller at least two Business Days prior to the Closing; (vii) the Parties Company Shareholder shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and WalesEmployment Agreement.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver (or cause to be delivered) to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory various certificates, instruments and documents required to the Buyer)be delivered under Section 6.1; (ii) the Buyer shall deliver (or cause to be delivered) to the Seller shall execute the various certificates, instruments and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit Adocuments required to be delivered under Section 6.2; (iii) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit BPromissory Note; (iv) the Seller and the Buyer shall execute and deliver a Transition Services Agreement Bill of Sale in substantially the form attached hereto as Exhibit CEXHIBIT B; (v) the Seller shall execute and deliver a Patent Assignment Agreement in the form attached hereto as EXHIBIT C (the "Patent Agreement"); (vi) the Seller shall execute and deliver a Trademark Assignment Agreement in the form attached hereto as EXHIBIT D (the "Trademark Agreement"); (vii) the Buyer shall execute and deliver a Supply to the Seller an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit DEXHIBIT E (the "Assumption Agreement"); (viviii) the Buyer and the Seller shall execute and deliver a Manufacturing Agreement (the "Manufacturing Agreement") and a Quality Agreement appended thereto, in the forms attached hereto as EXHIBIT F; (ix) the Buyer and the Seller shall execute and deliver the Transition Services Agreement in the form attached hereto as EXHIBIT G (the "Transition Services Agreement"); (x) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash Cash Payment by wire transfer of immediately available funds into an account designated by the Seller; (xi) the Buyer shall deliver to the Seller a certificate representing the Shares as the Closing Stock Payment; (xii) the Buyer's counsel shall deliver to the Seller a legal opinion in accordance with the wire transfer instructions delivered form attached hereto as EXHIBIT H; (xiii) the Seller's corporate counsel shall deliver to the Buyer by a legal opinion in the Seller at least two Business Days prior to the Closingform attached hereto as EXHIBIT I; (viixiv) the Parties Seller's patent counsel shall deliver to the Buyer a legal opinion in the form attached hereto as EXHIBIT J; (xv) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature, including documents and data in electronic formats, to the extent that such documents and data are in electronic formats; (xvi) the Seller shall deliver to the Buyer original executed versions of the documents referenced in items 1, 2, 5 and 6 of Section 3.3(b) of the Seller's Disclosure Schedule; (xvii) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above;; and (viiixviii) the Seller shall deliver to the Buyer duly an agreement executed letters by the Seller for delivery to the Buyer's designated lenders concerning access to and ownership of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ the Acquired Assets and the Phos-Lo Products and such other matters as the lenders may reasonably require in a director form reasonably satisfactory to the Seller and as secretary of Raydex the Buyer. The agreements and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; instruments referred to in clauses (iii), (iv), (v), (vi), (vii), (viii), (ix) the Seller shall deliver and (xviii) above are referred to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons herein as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales"Ancillary Agreements."

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to the Buyer a stock transfer form in favor Bill of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer)Sale attached hereto as EXHIBIT A; (ii) ▇▇▇ Seller shall execute and deliver the Trademark Assignment attached hereto as EXHIBIT B; (iii) the Seller shall execute and deliver a ▇▇▇▇ of Sale and Copyright Assignment in substantially the form attached hereto as Exhibit AEXHIBIT C; (iiiiv) the Seller shall execute and deliver a Patent Assignment attached hereto as EXHIBIT D; (v) the Acterna Corporation and the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form Sublease attached hereto as Exhibit BEXHIBIT E; (ivvi) the Seller, the Buyer and the escrow agent shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT F; (vii) the Seller and the Buyer shall execute and deliver a Transition Services Agreement such other instruments of conveyance as the Buyer may reasonably request in substantially order to effect the form attached hereto as Exhibit Csale, transfer, conveyance and assignment to the Buyer of good and valid ownership of the Acquired Assets owned by the Seller; (vviii) the Seller and the Buyer shall execute and deliver to the Seller the Assignment and Assumption Agreement attached hereto as EXHIBIT G; (ix) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (x) the Buyer and the Seller shall execute and deliver an Interoperability Agreement whereby the Parties shall agree to maintain the interoperability between the status and performance monitoring products of the Business acquired by the Buyer hereunder and the Seller's return path monitoring products, for a Supply Agreement period of not less than two (2) years from the Closing Date, in substantially the form attached hereto as Exhibit DEXHIBIT H; (vixi) the Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer; (xii) the Buyer shall (A) pay to the Seller the Purchase Price Thirteen Million Eight Hundred Thousand U.S. Dollars (as adjusted at Closing pursuant to Section 1.4$13,800,000) in cash by wire transfer of immediately available funds in accordance into an account designated by the Seller; and (B) deposit Five Hundred Thousand U.S. Dollars ($500,000) of the Purchase Price with the wire transfer instructions delivered escrow agent under and pursuant to the Escrow Agreement; (xiii) subject to SECTION 1.6 hereof, the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, (A) all of the Acquired Assets of a tangible nature free and clear of all Security Interests; and (B) the original execution copies, if available or required by applicable Laws, or copies of all of the Acquired Assets that are embodied in writing; (xiv) the Seller shall deliver (or cause to be delivered) to the Buyer by the Seller at least two Business Days following certificates, instruments and documents: (A) all Third Party Consents listed on SCHEDULE 2.11(b) of the Disclosure Schedule, other than Third Party Consents that are Deferred Items subject to SECTION 1.6; (B) releases of all Security Interests on the Acquired Assets; (C) a certificate dated as of a date not earlier than seven (7) days prior to the Closingdate hereof as to the good standing of the Seller, and evidence of payment of all Taxes by the Seller, in the State of Delaware and in jurisdictions where the Business is conducted; (viiD) a legal opinion from the Seller's General Counsel attached hereto as EXHIBIT I; (E) a certificate of the Secretary or another executive officer of the Seller certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing; and (F) the Legal Permits required for the operation of the Business, all of which shall have been validly transferred to Buyer, other than Legal Permits that are Deferred Items subject to SECTION 1.6. (xv) the Parties shall have delivered to each other copies of all registrations, filings and notices with or to Governmental Entities in connection with the transactions contemplated hereby (the "GOVERNMENTAL FILINGS"), all of which Governmental Filings are listed in SECTION 1.5(b)(xvii) of the Disclosure Schedule, other than Governmental Filings that are Deferred Items subject to SECTION 1.6. (xvi) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director . The agreements and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations instruments referred to in clauses (viiiiii) through (xvi) above shall be accepted; (C) such firm of accountants are referred to herein as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales"ANCILLARY AGREEMENTS."

Actions at the Closing. At the Closing: (i) the Seller shall duly execute and and/or deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or cause to be duly executed indemnity for that share certificate in a form reasonably satisfactory and/or delivered) to Buyer the Buyer)various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall duly execute and/or deliver (or cause to be duly executed and/or delivered) to Seller the Seller various certificates, instruments and documents required to be delivered under Section 5.2; (iii) the Parties shall duly execute and deliver to each other a ▇▇▇▇ of Sale and Assignment Assumption Agreement in substantially the form attached hereto as Exhibit A; (iiiiv) the Buyer Seller shall duly execute and deliver to the Seller an Assumption Agreement Buyer a Copyright Assignment in substantially the form attached hereto as Exhibit B; (ivv) Seller shall duly execute and deliver to Buyer a Trademark Assignment in the form attached hereto as Exhibit C; (vi) the Seller and the Buyer Parties shall duly execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit CD; (vvii) the Seller and the Buyer shall duly execute and deliver to Buyer a Supply Agreement Warranty Deed with respect to the Owned Facility in substantially the form attached hereto as Exhibit DE, together with a duly executed Sales Disclosure Form and any other forms and instruments as may be required by Indiana law in connection with the transfer of the Owned Facility to Buyer; (viviii) the Parties shall duly execute and deliver a Limited Liability Company Interest Assignment Agreement in the form attached hereto as Exhibit F; (ix) Seller shall deliver to Buyer written resignations, effective as of the Closing, of each of the managers and officers of IP LLC; (x) Seller shall duly execute and deliver to Buyer a properly completed IRS Form W-9; (xi) Seller shall deliver (or cause to be delivered) to Buyer a certificate of good standing of IP LLC issued by the Delaware Secretary of State; (xii) Seller shall deliver to Buyer evidence reasonably satisfactory to Buyer that all Liens on the Acquired Assets securing indebtedness for borrowed money, Liens on material registered intellectual property included in the Acquired Assets and those Liens listed on Schedule 1.3(b)(xii), have been (or will be) released effective as of the Closing; (xiii) Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer one or more accounts designated by the Seller at least two Business Days prior to the Closing;Seller; and (viixiv) the Parties shall duly execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing: (i) the Seller ADI shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory cause to be delivered) to Buyer the Buyer)various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Sellers the Seller various certificates, instruments and documents required to be delivered under Section 5.2; (iii) ADI shall execute and deliver a to Buyer the ▇▇▇▇ of Sale Sale, Assignment and Assumption Agreement and deliver (or cause to be delivered) all tangible Acquired Assets (including all physical embodiments of all intangible Acquired Assets in the possession of any Seller) to Buyer or as otherwise instructed by Buyer, except as otherwise provided in the Transition Services Agreement; (iv) ADI shall deliver to Buyer a Patent Assignment in substantially the form attached hereto as Exhibit AB executed by each Seller that owns any Designated Patents (the “Patent Assignment”); (iiiv) The License Agreement attached hereto as Exhibit C (the “License Agreement”) shall become effective in accordance with its terms; (vi) Buyer and ADI shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit B; (iv) the Seller and the Buyer shall execute and deliver each other a Transition Services Agreement in substantially the form attached hereto as Exhibit CD (the “Transition Services Agreement” and, collectively with the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, the Patent Assignment and the License Agreement, the “Ancillary Agreements”), with Service Schedules (as defined in the Transition Services Agreement) to be negotiated by the Parties in good faith prior to the Closing; (vvii) the Seller and the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D; (vi) the Buyer shall pay to Sellers the Seller the Closing Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer one or more accounts designated by the Seller at least two Business Days prior to the Closing;ADI; and (viiviii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver to Buyer the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto various certificates, instruments, documents and agreements (or duly executed indemnity and documents and instruments called for that share certificate in a form reasonably satisfactory thereunder) required to the Buyer)be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments, documents and agreements (and documents and instruments called for thereunder) required to be delivered under Section 5.2; (iii) Seller shall execute and deliver a to Buyer an executed ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit AEXHIBIT B; (iiiiv) Seller shall deliver to Buyer an executed Real Estate Purchase and Sale Agreement in substantially the form attached hereto as EXHIBIT C in connection with the sale and transfer by the Company to Buyer of the Owned Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, 5420 Bandera Road, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, San Antonio, Texas (the “Texas Real Property Agreement”); (v) Buyer shall execute and deliver to the Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assumption by Buyer of the Assumed Liabilities; (vi) Buyer shall deliver to Seller an executed Lease Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit BEXHIBIT D (or such other form as may be reasonably requested by Seller or landlord) (collectively, the “Lease Assignment and Assumption Agreements”) in connection with those Leases (as defined in Section 2.11(a)) as are designated by Seller; (ivvii) the Seller shall deliver to Buyer executed Lease Assignment and the Buyer shall execute and deliver a Transition Services Agreement Assumption Agreements in substantially the form attached hereto connection with those Leases (as Exhibit Cdefined in Section 2.11(a)) as are designated by Seller; (vviii) Seller shall deliver such other instruments of conveyance (including but not limited to assignments of Intellectual Property and/or other intangible assets) as Buyer may reasonably request in order to effect the Seller sale, transfer, conveyance and assignment to Buyer of valid ownership of the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit DAcquired Assets owned by Seller; (viix) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer one or more accounts designated by the Seller at least two Business Days prior to the ClosingSeller; (viix) Seller shall deliver to Buyer, or otherwise put Buyer in control of, all of the Acquired Assets of a tangible nature owned by Seller; (xi) The Parties shall execute and deliver to each other the Transition Agreement (as defined in Section 10.7); and (xii) The Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.