Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b); (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 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreement.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 5.02 not otherwise listed in this Section 1.3(b1.03(b); (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 5.03 not otherwise listed in this Section 1.3(b1.03(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other Buyer one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”);Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an Buyer executed Intellectual Property License Agreement Assignment Agreements, in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viiiv) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ixvi) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (xvii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G D (the “Transition Services Agreement”);; Americas 92425100 (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xiiviii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiiiix) Buyer shall pay (or cause to be paid) (A) to Seller Seller, the Upfront Payment Base Purchase Price, less the Escrow Amount and (B) to the Escrow Agent, the Escrow Amount, in each case in accordance with Section 1.2(a1.02(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreement.

Actions at the Closing. At the Closing: (i) Seller the Sellers shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments instruments, agreements and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)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 5.3 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Sellers the various certificates, instruments, agreements and documents required to be delivered under Section 5.2; (iii) the appropriate Sellers shall execute and deliver Bills of Sale in substantially the forms attached hereto as Exhibits A-1 and A-2; (iv) each Seller 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 (collectively, the “▇▇▇▇ of Sale”)B; (ivv) each Seller owning registered trademarks included in the Acquired Assets shall execute and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement a Trademark Assignment in substantially the form attached hereto as Exhibit C (the “IP License Agreement”)C; (vvi) each Seller owning registered copyrights included in the Acquired Assets shall execute and Buyer shall deliver (or cause to be delivered) to the other an executed Patent a Copyright Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”)D; (vii) Seller the Sellers and the Buyer shall execute and deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Assumption Agreements and such other instruments of conveyance as Seller the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to, and assumption by, to the Buyer of certain valid ownership of the Acquired Assets owned by the Sellers; (viii) the appropriate Buyer Parties shall execute and deliver to the Assumed LiabilitiesSellers Assumption Agreements in substantially the forms attached hereto as Exhibits E-1 and E-2; (ix) Seller the Buyer and the Sellers shall execute and deliver (or cause to be delivered) or otherwise make available (or cause each other Transition Services Agreements in forms reasonably acceptable to be made available) to Buyer the Transferred Product RecordsParties; (x) each Seller shall transfer to the Buyer all the books, records, files and Buyer shall deliver other data (or cause to be deliveredcopies 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 an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”than any Excluded Assets); (xi) Seller and the Buyer shall deliver (or cause to be delivered) pay to the other an executed Sublease in substantially Sellers the form attached hereto as Exhibit H (Cash Consideration by wire transfer of immediately available funds into one or more accounts designated by the “Sublease”)Sellers; (xii) Seller the Sellers 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 Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired AssetsAssets 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; (xiv) each of the Business Employees who is party to a written employment agreement or contract with any Seller, free and clear of all Encumbrances (other than Permitted Encumbrancesany German Employee, shall deliver a written termination or cancellation of such employment agreement or contract in form and substance reasonably satisfactory to the Sellers, and OSG’s managing director (Geschäftsführer), ▇▇. ▇▇▇▇ ▇▇▇▇▇ Koller, shall deliver a cancellation agreement in accordance with form and substance reasonably satisfactory to the provisions Buyer; (xv) each of this Agreementthe 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 (xiiixvi) Buyer the Parties shall pay execute and deliver to each other an amendment (or cause in form and substance reasonably satisfactory to be paidthe Parties) to Seller each of the Upfront Payment less following agreements removing the Escrow Amount, in accordance with Section 1.2(a); and Parent as a party thereto: (xiv) Buyer shall pay (or cause to be paidA) the Escrow Amount into an escrow account to be held pursuant to Development, Supply and Distribution Agreement (Blood Gas Analyzers) effective August 5, 2004 among OSI, IDEXX Operations, Inc. and IDEXX Europe B.V.; and (B) the terms of the Escrow Agreement.Development and Supply Agreement (Aquamarine) effective August 5, 2004 among OSI, IDEXX Operations, Inc. and IDEXX Europe B.V.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 5.02 not otherwise listed in this Section 1.3(b1.03(b); (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 5.03 not otherwise listed in this Section 1.3(b1.03(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other Buyer one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ “ Bill of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an Buyer executed Intellectual Property License Agreement Assignment Agreements, in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viiiv) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ixvi) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (xvii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G D (the “Transition Services Agreement”);; Ame ric as 9 2 4 2 5 1 0 0 (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xiiviii) 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 Encumbranc es (other than Permitted EncumbrancesEncumbranc es), in accordance with the provisions of this Agreement; and (xiiiix) Buyer shall pay (or cause to be paid) (A) to Seller Seller, the Upfront Payment Base Purchase Price, less the Escrow Amount and (B) to the Escrow Agent, the Escrow Amount, in each case in accordance with Section 1.2(a1.02(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreement.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)6.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b)6.2; (iii) Seller and Buyer shall deliver (to Buyer certificate(s) evidencing the Shares owned by Seller, duly endorsed or cause to be delivered) to the other one or more with stock powers duly executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”)by Seller; (iv) Seller shall cause the Company to deliver to Buyer the minute books, stock books, ledgers and Buyer registers, corporate seals and other similar records of the Company; (v) Seller and the Company shall execute and deliver (or cause to be delivered) to the each other an executed Intellectual Property License a Transition Services Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”)C; (vvi) PRC Buyer and MSTR China shall execute and deliver to each other the China Local Purchase Agreement; (vii) Polish Buyer and MSTR Poland shall execute and deliver to each other the Poland Local Purchase Agreement; (viii) Buyer shall pay to Seller the Preliminary U.S. Purchase Price, and cause the PRC Buyer and the Polish Buyer to pay to MSTR China and MSTR Poland, respectively, the China Purchase Price and the Poland Purchase Price, in each case in cash by wire transfer of immediately available funds, into one or more accounts designated by Seller; (ix) Seller and Buyer the Company shall execute and deliver (or cause to be delivered) to the each other an executed Amended and Restated Patent Assignment Agreement, License Agreement in substantially the form attached hereto as Exhibit D (the “Patent Assignment License Agreement”); (vix) Seller and Buyer the Company shall execute and deliver (or cause to be delivered) to the each other an executed Domain Name Assignment Agreement, Amended and Restated Intellectual Property Agreement in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Intellectual Property Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xivxi) Buyer The Parties shall pay (or cause execute and deliver to be paid) each other a cross-receipt evidencing the Escrow Amount into an escrow account transactions referred to be held pursuant to the terms of the Escrow Agreementabove.

Actions at the Closing. At (a) [*] Fortis shall deliver to FibroGen a statement including the Closingfollowing: (i) Seller shall deliver (a certificate of Fortis, executed by the Chief Executive Officer of Fortis, certifying that Schedule I is true, complete and correct in all respects on and as of the Closing Date, or cause if not, setting forth an amended Schedule I containing all corrections necessary to be delivered) to Buyer make Schedule I true, complete and correct in all respects on and as of the various certificatesClosing Date, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)as so amended; (ii) Buyer shall deliver (a schedule setting forth all Deal Fees, if any, payable in connection with Closing, including the recipient of such Deal Fees, copies of any final invoices that state the invoice is final and include wire transfer instructions or cause mailing address for payment to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b)made; (iii) Seller a schedule setting forth all Indebtedness, if any, including the Payoff Recipients and Buyer shall deliver (the wire transfer instructions or cause mailing address for payment to be deliveredmade; and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 (iv) a schedule setting forth all Change of Control Payments, if any, including the recipient of such Change of Control Payments, the exact amounts to be paid (before applicable withholding Taxes, if any) to such recipient and the other one wire transfer instructions or more executed Bills mailing address for payment to be made, or indicating that such payments need to be paid through FibroGen’s or the Surviving Corporation’s payroll system. (b) [*]. (c) [*]. (d) At the Closing, the Surviving Corporation shall cause the Merger to be consummated by filing with the Secretary of Sale State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in substantially the form of Exhibit C attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the relevant provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow AgreementDGCL.

Actions at the Closing. (a) At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificatesEffective Time, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b); (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 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall Acquiror will pay (or cause to be paid) the Escrow Amount into an escrow Closing Date Cash Consideration to Company Parent, by wire transfer of immediately available funds in United States dollars to the account or accounts designated by Company Parent in writing at least two Business Days prior to the payment date. (b) At the Effective Time, the following deliveries shall occur: (i) Acquiror shall deliver, or cause to be held delivered, to Company Parent, the Equity Consideration, which shall be uncertificated; (ii) Acquiror shall deliver or cause to be delivered to the Company Parent an executed counterpart of the Transition Services Agreement, signed by Acquiror; (iii) Company Parent shall deliver or cause to be delivered to Acquiror an executed counterpart of each of the Transition Services Agreement, signed by Company Parent; (iv) Acquiror shall deliver or cause to be delivered to Company Parent evidence that the A&R Charter has been filed with the Secretary of State of Delaware and is in full force and effect as of the Closing; (v) Acquiror shall deliver or cause to be delivered to Company Parent evidence reasonably satisfactory to Company Parent that the A&R Bylaws have been duly adopted in accordance with Acquiror’s Organizational Documents, and are in full force and effect as of the Closing; (vi) Company Parent shall deliver to Acquiror a duly completed and certified IRS Form W-9; provided, that Acquiror’s only remedy for Company Parent’s failure to provide such IRS Form W-9 will be to withhold from the payments to be made pursuant to the terms this Agreement any required withholding Tax under section 1445 of the Escrow AgreementCode, and Company Parent’s failure to provide such IRS Form W-9 will not be deemed to be a failure of the condition set forth in Article VII to have been met; and (vii) Company Parent shall deliver to Acquiror a copy of any applicable Subsequent Unaudited Financial Statements and/or Subsequent Audited Financial Statements.

Actions at the Closing. At the Closing: : (i) Seller IEP shall issue and deliver to Contributor a certificate or certificates representing the Exchange Units or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the account designated in writing by Contributor; (ii) Contributor shall deliver to IEP the Contribution Stock, together with instruments of transfer satisfactory to IEP or, in the case of any Contribution Stock that is held in book-entry form, Contributor shall cause such Contribution Stock to be transferred to the account designated in writing by IEP; (iii) Contributor shall deliver to IEP a statement, meeting the requirements of section 1.1445-2(b)(2) of the Treasury regulations, to the effect that Contributor is not a foreign person; (iv) IEP and Contributor shall enter into the Second FMO Registration Rights Assignment Agreement; (v) pursuant to Section 5.1 of the IEP Registration Rights Agreement, Contributor shall deliver to IEP an executed signature page to the IEP Registration Rights Agreement (the “IEP Registration Rights Joinder”); (vi) IEP shall acknowledge, by signing the IEP Registration Rights Joinder, that, as a result of Contributor’s delivery of the IEP Registration Rights Joinder, Contributor shall be and shall be deemed to be a “Holder” under the IEP Registration Rights Agreement for all purposes thereunder; and (vii) IEP shall deliver or cause to be delivered) delivered to Buyer Contributor evidence that the various certificatesNYSE has approved the Exchange Units for listing, instruments and documents required subject only to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b); (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 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills official notice of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreementissuance, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause substance reasonably acceptable to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow AgreementContributor.

Actions at the Closing. At the Closing: (i) MicroStrategy and Buyer shall jointly prepare a statement (the “Closing Statement”) setting forth (A) the aggregate amount of Indebtedness as of the Closing Date, (B) all Seller Transaction Expenses (except to the extent paid, discharged or otherwise satisfied at or prior to the Closing), (C) the Estimated Closing Working Capital Amount, which Closing Statement shall be used to calculate the Estimated Purchase Price, and (D) the amount of Retained Cash; (ii) Each Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)6.1; (iiiii) Buyer shall deliver (or cause to be delivered) to each Seller the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”)6.2; (iv) Each Seller and Buyer shall deliver (to Buyer certificate(s) evidencing the Shares owned by such Seller, duly endorsed or cause to with stock powers duly executed by such Seller; provided that such obligation of the Rollover Sellers may be delivered) to delayed if Buyer delays its purchase of the other an executed Intellectual Property License Agreement Rollover Shares in substantially the form attached hereto as Exhibit C (the “IP License Agreement”accordance with Section 1.2(c); (v) Seller MicroStrategy shall, or shall cause the Company to, deliver to Buyer the certificate of formation, limited liability company operating agreement, minute books, stock books, ledgers and Buyer shall deliver (or cause to be delivered) to registers, corporate seals and other similar records of the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”)Company and its Subsidiary; (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement MicroStrategy and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller Company shall execute and Buyer shall deliver (or cause to be delivered) to the each other 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; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed a Transition Services Agreement in substantially the form attached hereto as Exhibit G B, pursuant to which MicroStrategy shall provide certain transition services to Buyer (the “Transition Services Agreement”); (xivii) Seller MicroStrategy and Buyer the Company shall execute and deliver (or cause to be delivered) to the each other an executed a Sublease Agreement substantially in substantially the form attached hereto as Exhibit H C (the “Sublease”); (viii) MicroStrategy Service Corporation (at the direction of MicroStrategy) and the Company shall execute and deliver to each other a Software License Agreement substantially in the form attached hereto as Exhibit D (the “Software License Agreement”); (ix) MicroStrategy and the Company shall execute and deliver to each other an amendment to the Intellectual Property Assignment and License Back Agreement dated October 10, 2003 between MicroStrategy and the Company substantially in the form attached hereto as Exhibit E; (x) MicroStrategy and the Company shall enter into an Assignment Agreement with respect to each nondisclosure or confidentiality agreement to which MicroStrategy and a prospective Company dealer or Company equipment supplier are parties (each, a “Dealer/Supplier NDA”) and are listed on Schedule 1.3(b)(x) substantially in the form attached hereto as Exhibit F; (xi) Buyer shall pay to each Cash Seller the applicable portion of the Estimated Purchase Price in cash by wire transfer of immediately available funds to one or more accounts designated by such Cash Seller; (xii) Buyer shall issue to each Rollover Seller shall deliver (or cause the number of Preferred Shares to be delivered) which 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 (other than Permitted Encumbrances), Rollover Seller is entitled in accordance with the provisions of this AgreementSection 1.2(b); andprovided that Buyer’s obligation to so issue Preferred Shares may be delayed in accordance with Section 1.2(c); (xiii) Buyer shall pay (or cause to be paid) to each Seller the Upfront Payment less applicable portion of the Escrow Amount, Eon Adjustment Amount in accordance with Section 1.2(a)cash by wire transfer of immediately available funds to one or more accounts designated by such Seller; and (xiv) Buyer The Parties shall pay (or cause execute and deliver to be paid) each other a cross-receipt evidencing the Escrow Amount into an escrow account transactions referred to be held pursuant to the terms of the Escrow Agreementabove.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)7.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b)7.2; (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ix) Seller shall deliver (or cause to be delivered) to Buyer any certificate(s) evidencing the Shares, duly endorsed in blank, or otherwise make available with stock powers; (iv) Buyer shall repay, or cause to be made availablerepaid, 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 of any payoff letters with respect thereto, by wire transfer of immediately available funds to the accounts designated in such payoff letters or, if not designated therein, pursuant to the wire transfer instructions provided by Seller not less than one (1) Business Day prior to the Closing Date; (v) Buyer shall pay, or cause to be paid, on behalf of the Company and/or Seller, as 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) Buyer shall deliver an amount equal to the General Escrow Amount in cash by wire transfer of immediately available funds, to an escrow account (the “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 and (ii) adjustments to the Purchase 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 “Environmental Escrow Account”) designated by Seller and 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 case, pursuant to the 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 Transferred Product Records;representation and warranty specified in (x) Seller and shall have delivered to Buyer shall deliver (or cause to be delivered) to copies of all third-party consents under Leases which are listed on Section 3.1.4 of the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G Disclosure Schedule (the “Transition Services AgreementLease Consents”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreementbut excluding any Lease Consents under Leases for Excluded Properties.

Actions at the Closing. At the Closing: : (i) Seller IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Exchange Units to be received by such Contributing Party pursuant to Section 1.2, or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the account designated in writing by such Contributing Party; (ii) each Contributing Party shall deliver to IEP the Contribution Stock it is contributing pursuant to Section 1.1, together with instruments of transfer satisfactory to IEP or, in the case of any Contribution Stock that is held in book-entry form, such Contributing Party shall cause such Contribution Stock to be transferred to the account designated in writing by IEP; (iii) each Contributing Party shall deliver to IEP a statement, meeting the requirements of section 1.1445-2(b)(2) of the Treasury regulations, to the effect that such Contributing Party is not a foreign person; (iv) IEP and the Contributing Parties shall enter into the ARI Registration Rights Assignment Agreement in connection with the ARI Registration Rights Agreement; (v) pursuant to Section 5.1 of the IEP Registration Rights Agreement, each Contributing Party shall deliver to IEP an executed signature page to the IEP Registration Rights Agreement (the “IEP Registration Rights Joinder”); (vi) IEP shall acknowledge, by signing the IEP Registration Rights Joinder, that, as a result of the Contributing Parties’ delivery of the IEP Registration Rights Joinder, the Contributing Parties shall be and shall be deemed to be each a “Holder” under the IEP Registration Rights Agreement for all purposes thereunder; (vii) IEP shall deliver or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b); (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 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills Contributing Parties evidence that the NYSE has approved the Exchange Units for listing, subject only to official notice of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreementissuance, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause substance reasonably acceptable to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller Contributing Parties; and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer Beckton shall deliver (or cause IEGP to be delivered) make such contribution to the other one or more executed Assumption Agreements and such other instruments IEP as Seller may reasonably request is necessary for IEGP to maintain a 1% general partnership interest in order to effect the assignment to, and assumption by, Buyer of certain of the Acquired Assets and the Assumed Liabilities; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow AgreementIEP.

Actions at the Closing. At the Closing: (i) Seller the Sellers shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)5.1; (ii) the Buyer shall deliver (or cause to be delivered) to Seller the Sellers the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b)5.2; (iii) Seller the Sellers and the Buyer shall execute and deliver the Transition Services Agreement in the form attached hereto as Exhibit A; (or cause to be deliverediv) to the other one or more executed Bills Sellers shall execute and deliver a B▇▇▇ of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”)B; (ivv) Seller the Parent, Analog BV, the Buyer and any applicable Buyer Designee(s) shall execute and deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in the form attached hereto as Exhibit C; (vi) each Seller 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 C (the “IP License Agreement”)D; (vvii) each Seller owning registered trademarks included in the Acquired Assets shall execute and Buyer shall deliver (or cause to be delivered) to the other an executed Patent a Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”)E; (viviii) each Seller owning registered mask works included in the Acquired Assets shall execute and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name a Mask Work Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”)F; (viiix) Seller and the Buyer shall execute and deliver (or cause to be delivered) to the other Sellers an executed Trademark Assignment Agreement, Instrument of Assumption of Liabilities in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”)G; (viiix) Seller 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; (or cause 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 be delivered) effect the sale, transfer, conveyance and assignment to the other one or more executed Assumption Agreements 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 assignment to, and assumption by, by the Buyer and/or the applicable Buyer Designees of certain of the Acquired Assets and the Assumed Liabilities; (ixxiv) each Seller shall deliver (or cause transfer the Books and Records to be delivered) or otherwise make available (or cause to be made available) to the Buyer and/or the Transferred Product Recordsapplicable Buyer Designees; (xxv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Parent the Purchase Price Payment less in cash by wire transfer of immediately available funds into an account designated by the Escrow Amount, Parent in accordance with Section 1.2(a); (xvi) the 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 an interest in U.S. real property pursuant to this Agreement or the Ancillary Agreements shall deliver to the Buyer a certification to the effect that such Seller is not a “foreign person” as defined in Section 1445 of the Code; and (xiv) Buyer shall pay (or cause to be paidxviii) the Escrow Amount into an escrow account Parties shall execute and deliver to be held pursuant each other a cross-receipt evidencing the transactions referred to the terms of the Escrow Agreementabove.

Actions at the Closing. At the Closing: Closing (ia) Seller the Parties shall deliver cause a certificate of merger in customary form acceptable to the Parent and the Company and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) and other required documents to be filed in the office of the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), and Parent, Merger Sub and the Company shall make all other filings or recordings required under the DGCL and applicable Law to give effect to the Merger and the other transactions contemplated hereby; (b) Parent and AudioCodes shall deposit or cause to be delivereddeposited $7,500,000 (the “Escrow Amount”) to Buyer with U.S. Bank Trust National Association, in its capacity as escrow agent (the various certificates, instruments and documents required “Escrow Agent”) under the Escrow Agreement to be delivered under Section 5.2 not otherwise listed entered into on or prior to the Closing Date by Parent, the Sellers’Representative and the Escrow Agent in this Section 1.3(bsubstantially the form attached hereto as Exhibit A (the “Escrow Agreement”); , to be administered in accordance with the Escrow Agreement; and (iic) Buyer Parent and AudioCodes shall deliver (deposit or cause to be delivereddeposited $1,000,000 (the “Expenses Escrow Amount”) to Seller with the various certificates, instruments and documents required Escrow Agent under the Expenses Escrow Agreement to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (entered into on or cause to be delivered) prior to the other one or more executed Bills of Sale Closing Date by the Parent, Sellers’ Representative and the Escrow Agent in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Expenses Escrow Agreement”); (v) Seller and Buyer shall deliver (or cause , to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), administered in accordance with the provisions of Expenses Escrow Agreement. The Expenses Escrow Fund shall be available solely to compensate the Sellers’Representative and the Sellers for all fees and expenses reasonably incurred by: (i) the Sellers’ Representative in performing its duties under this Agreement; and and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paidii) the Escrow Amount into an escrow account to be held Sellers’ Representative and the Sellers in defending against any claims for indemnification or other claims for damages by AudioCodes, Parent or any other Parent Indemnified Party pursuant to the terms of the Escrow Agreementthis Agreement or otherwise.

Actions at the Closing. At the Closing: (i) Seller shall PKI shall: (A) deliver (or cause to be delivered) to Buyer or its nominee the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)5.1; (iiB) Buyer shall deliver (or cause to be delivered) to Buyer or its nominee certificate(s) evidencing all of the Equity Interests, duly endorsed in blank, or with stock powers, stock transfer forms or other instruments of transfer reasonably acceptable to Buyer duly executed by the respective Equity Interest Sellers; (C) (X) enter into (or cause a Seller to enter into) a local sale and transfer agreement in substantially the form attached as Exhibit B (with any modifications necessary to ensure that the Local Transfer Agreement complies with the Laws and applicable form requirements in each relevant local jurisdiction, the “Local Transfer Agreements”), (Y) enter into (or cause a Seller to enter into) such other forms, deeds, instruments or other similar documents reasonably necessary pursuant to applicable Law to consummate the transactions contemplated by the Local Transfer Agreements, and (Z) perform (or cause a Seller to perform) its obligations under the Local Transfer Agreements; (D) deliver (or cause the Asset Sellers to deliver) such other instruments of conveyance as Buyer may reasonably request that are necessary to effect the sale, transfer, conveyance and assignment to Buyer or its nominee (or, in the case of the Specified Sellers, to the Specified Companies pursuant to the Pre-Closing Transaction) of valid ownership of the Acquired Assets owned by PKI and each of the Asset Sellers; (E) deliver or make available (or cause to be delivered or made available) to Buyer or its nominee the minute books, stock and partnership books, ledgers and registers, corporate seals and other similar corporate records of each of the Acquired Companies; (F) deliver (or cause to be delivered) to Buyer or its nominee, or otherwise put Buyer or an Acquired Company (or cause Buyer, its nominee or an Acquired Company to be put) in possession and control of, all of the Acquired Assets of a tangible nature owned by the Asset Sellers; (G) cause the applicable Asset Sellers and Acquired Companies participating in the Pre-Closing Transactions to execute and deliver to each other counterparts to an Assignment and Assumption of Contracts in substantially the form attached hereto as Exhibit C and all other documents required to effectuate the Pre-Closing Transactions (the “Pre-Closing Transaction Documents”); (H) execute and deliver (or cause an Affiliate of PKI (other than an Acquired Company to execute and deliver) and cause the applicable Acquired Company to execute and deliver each of the agreements described in Schedule 1.3(b)(i)(H) on the same terms as set forth therein and with only such additional terms as the Parties may negotiate prior to the Closing (the “Commercial Agreements”); it being agreed that the Parties shall negotiate the terms of the Commercial Agreements in good faith during the period prior to the Closing; provided that as of the date of this Agreement, the Parties have agreed to the terms of the Commercial Agreements attached hereto as Exhibits J-1, J-2 and J-3; (I) provide to Buyer or its nominee, duly executed U.S. Tax forms for Sellers, as reasonably requested by ▇▇▇▇▇; and (ii) Buyer shall: (A) pay to Sellers specified in writing by PKI pursuant to Section 1.2(a), such Seller’s portion of the Estimated Purchase Price (in accordance with and subject to Section 1.2(a)) in cash (in U.S. dollars) by wire transfer of immediately available funds to one or more accounts designated by PKI (which shall be designated at least ten (10) Business Days prior to Closing); (B) deliver (or cause to be delivered) to Sellers the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b);5.2; and (C) (X) enter into (or cause Buyer’s local nominee to enter into) the Local Transfer Agreements, (Y) enter into (or cause Buyer’s local nominee to enter into) any other forms, deeds, instruments or other similar documents necessary pursuant to applicable Law to perfect the transactions under the Local Transfer Agreements, and (Z) perform (or cause Buyer’s local nominee to perform) its obligations under the Local Transfer Agreements; and (iii) Seller Each of the Parties shall: (A) execute and Buyer shall deliver (or cause their applicable Affiliate to be deliveredexecute and deliver) to each other counterparts to an Assignment and Assumption of Contracts (with any modifications necessary to ensure that such agreement complies with the other one or more executed Bills Laws and applicable form requirements in each relevant local jurisdiction, the “Assignment and Assumption of Sale Contracts”) in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”)D; (ivB) Seller execute and Buyer shall deliver (or cause their applicable Affiliate to be deliveredexecute and deliver) to the each other an executed Intellectual Property License counterparts to a Lease Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (or such other form as may be reasonably requested by PKI or the landlord) (with any modifications necessary to ensure that such agreement complies with the Laws and applicable form requirements in each relevant local jurisdiction, the “Domain Name Lease Assignment and Assumption Agreement”); (viiC) Seller execute and Buyer shall deliver (or cause to be delivered) each other counterparts to the other an executed Trademark Assignment Agreement, a Transition Services Agreement in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Transition Services Agreement” and, together and collectively with the Patent Local Transfer Agreements, the Assignment Agreement and Assumption of Contracts, the Domain Name Lease Assignment and Assumption Agreements, the Commercial Agreements, IP Assignment Agreement, the Trademark License Agreement and the other documents, instruments and certificates to be delivered in connection with the transactions contemplated hereby, the “IP Assignment Ancillary Agreements”); (viiiD) Seller execute and Buyer shall deliver (or cause to be delivered) each other counterparts to an agreement in customary and mutually-agreed form to assign the other one or more executed Assumption Agreements and such other instruments as Seller may reasonably request Intellectual Property included in order to effect the assignment to, and assumption by, Buyer of certain of the Acquired Assets and (the Assumed Liabilities;“IP Assignment Agreement”); and (ixE) Seller shall execute and deliver (or cause to be delivered) or otherwise make available (or cause each other counterparts to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services a Trademark License Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Trademark License Agreement”); ; provided, that notwithstanding anything to the contrary in Sections 1.3(b)(i) to (xiiii) Seller and Buyer shall deliver above, any delivery solely to the extent related to a Deferred Business (or cause to be delivered) as defined in Section 1.11(a)), which was not previously delivered to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) Seller shall deliver Party (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 (other than Permitted Encumbrancesa nominee thereof), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause occur pursuant to be paid) to Seller the Upfront Payment less the Escrow Amount, and in accordance with Section 1.2(a); and (xiv) 1.11. For the avoidance of doubt, PKI and Buyer shall pay (or cause not be required to be paid) the Escrow Amount into an escrow account to be held deliver certificates pursuant to Section 5.1(d) and Section 5.2(c), respectively, at the terms of the Escrow AgreementLocal Closings (as defined in Section 1.11(a)).

Actions at the Closing. At the Closing: (a) the Parties shall cause articles of merger in customary form and executed in accordance with (i) Seller the relevant provisions of the TBOC (the “Texas Articles of Merger”), and (ii) other appropriate documents to be filed in the office of the Secretary of State of the State of Texas (the “Texas Secretary of State”); (b) Parent, Merger Sub and the Company shall make all other filings or recordings required under the TBOC and applicable Law to give effect to the Merger and the other transactions contemplated hereby; (c) the Company shall deliver (or cause to be delivereddelivered to Parent: (i) to Buyer the various certificatesEscrow Agreement, instruments substantially in the form of Exhibit A (the “Escrow Agreement”), duly executed by the Company and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)the Company Shareholders’ Representative; (ii) Buyer the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), between Parent and the parties listed therein, substantially in the form of Exhibit B (the “Amended Investors’ Rights Agreement”), duly executed by each holder (each a “Company Preferred Shareholder”) of shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”) and holders (each a “Major Company Common Shareholder”) of more than 500,000 shares of common stock, par value $0.001 per share, of the Company (the “Company Common Shares”), pursuant to which each of the Company Preferred Shareholders and Major Company Common Shareholders shall deliver become a party to such agreement and a “Holder” (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed as defined in this Section 1.3(bsuch agreement); (iii) Seller the Amended and Buyer shall deliver (or cause to be delivered) to Restated Right of First Refusal and Co-Sale Agreement, between Parent and the other one or more executed Bills of Sale parties listed therein, substantially in substantially the form attached hereto as of Exhibit B C (collectively, the “▇▇▇▇ Amended Right of SaleFirst Refusal and Co-Sale Agreement”), duly executed by each Company Preferred Shareholder and Major Company Common Shareholder, pursuant to which each of the Company Preferred Shareholders and Major Company Common Shareholders shall become a party to such agreement and a “Stockholder” (as defined in such agreement); (iv) Seller the Amended and Buyer shall deliver (or cause to be delivered) to Restated Voting Agreement, between Parent and the other an executed Intellectual Property License Agreement parties listed therein, substantially in substantially the form attached hereto as of Exhibit C D (the “IP License Amended Voting Agreement”, and together with the Amended Investors’ Rights Agreement and the Amended Right of First Refusal and Co-Sale Agreement, the “Ancillary Agreements”), duly executed by each Company Preferred Shareholder and Major Company Common Shareholder, pursuant to which each of the Company Preferred Shareholders and Major Company Common Shareholders shall become a party to such agreement and a “Stockholder” (as defined in such agreement); (v) Seller and Buyer shall deliver Employment agreement, substantially in the form of Exhibit E (or cause to be deliveredthe “Employment Agreement”), duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; and (vi) to a certificate (the other an executed Patent Assignment Agreement“Closing Consideration Certificate”) of the Company, dated the Closing Date, in substantially the form attached hereto as Exhibit D F, setting forth, among other items, (A) the “Patent Assignment maximum Share Consideration to be paid to each Company Shareholder pursuant to Section 2.1(b) and the maximum Option Consideration to be paid to holders of Company Options pursuant to Section 2.9(a), (B) the Share Consideration and Option Consideration to be paid to each Company Shareholder and Option Holder, respectively, at the Closing, (C) the Share Consideration per Company Shareholder constituting the Escrow Amount and the maximum potential Earn-Out Amount, (D) the Option Consideration per Option Holder constituting the Escrow Amount and the Earn-Out Restricted Stock Award per Roll-Over Option holder under Section 2.9(c), and (E) the percentage of any negative Net Working Capital allocable to each Company Shareholder and Option Holder. (d) Parent shall deliver or caused to be delivered to the Company (or the Company Shareholders’ Representative): (i) each Ancillary Agreement”, duly executed by Parent and, in the case of the Amended Investors’ Rights Agreement, by the holders of a majority of the Registrable Securities (as defined in the Investors’ Rights Agreement); (viii) Seller Employment Agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, duly executed by Parent or one of its Subsidiaries. (e) Parent shall issue in the name of the Escrow Agent, and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreementplace in escrow, in substantially the form attached hereto as Exhibit E certificates of common stock, par value $0.001 per share, of Parent (the “Domain Name Assignment AgreementParent Common Stock”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreementcertificates of Series D Preferred Stock, in substantially the form attached hereto as Exhibit F par value $0.001 per share, of Parent (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment AgreementsParent Series D Preferred Stock”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to , representing the other 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; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the aggregate Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow AgreementClosing Consideration Certificate.

Actions at the Closing. (a) At the Closing: (i) Purchaser shall deliver to Seller one or more certificates representing the AREP Units constituting the Purchase Price, (ii) Purchaser, Seller, the Company, AREH, AREP Oil and Gas and AREP/NEG MGP LLC shall enter into an Assignment Agreement in the form of Exhibit A attached hereto (the “Assignment Agreement”) pursuant to which Seller shall assign all of the limited liability company interests in the Company through Purchaser to AREH, from AREH to AREP Oil and Gas, and from AREP Oil and Gas to AREP/NEG MGP LLC and AREP/NEG MGP LLC shall be admitted as a member of the Company, (iii) Seller shall deliver or cause to be delivered to Purchaser the certificate described in Section 7.3, and (iv) Purchaser shall deliver or cause to be delivered to Seller the items required by Sections 8.3 and 8.6. (b) In the event that the parties fail to obtain the written consent of the Required Lenders (as defined in the Mizuho Pledge Agreement) with respect to the sale of the Membership Interest as set forth herein, and the parties shall not have entered into the documentation contemplated in Section 5.2(a) hereof, then Purchaser shall either (x) refinance the loans under the Mizuho Credit Documents with loans that permit such transactions and proceed to purchase the Membership Interest as contemplated herein, or (y) rather than purchasing the Membership Interest as contemplated herein, instead purchase at the Closing all of the partnership interest in Seller (the ”Alternative Transaction”) in accordance with the terms of a purchase agreement (the “Substitute Agreement”) substantially in the same form as this Agreement, except that: (i) the Substitute Agreement will provide that Cigas Corp. (“Cigas”), a Delaware corporation that holds a managing general partnership interest in Seller shall deliver (or cause to be delivered) to Buyer the various certificates“Managing GP Interest”), instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b); Astral Gas Corp. (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments “Astral” and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectivelytogether with Cigas, the “▇▇▇▇ of SaleAlternative Sellers”); (iv) , a Delaware corporation that holds a general partnership interest in Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller GP Interest” and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment AgreementManaging GP Interest, the “IP Assignment AgreementsGP Interests”); (viii) Seller and Buyer , shall deliver (or cause sell the GP Interests to be delivered) to Purchaser for the other 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; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this AgreementPurchase Price; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreement.

Actions at the Closing. At the Closing: (i) Seller shall duly execute and/or deliver (or cause to be duly executed and/or delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)5.1; (ii) Buyer shall duly execute and/or deliver (or cause to be duly executed and/or delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b)5.2; (iii) Seller the Parties shall duly execute and Buyer shall deliver (or cause to be delivered) to the each other one or more executed Bills a ▇▇▇▇ of Sale and Assumption Agreement in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”)A; (iv) Seller shall duly execute and deliver to Buyer a Copyright Assignment in the form attached hereto as Exhibit B; (v) Seller shall duly execute and deliver to Buyer a Trademark Assignment in the form attached hereto as Exhibit C; (or cause to be deliveredvi) to the other an executed Intellectual Property License Parties shall duly execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”)D; (vvii) Seller shall duly execute and deliver to Buyer shall deliver (or cause to be delivered) a Warranty Deed with respect to the other an executed Patent Assignment Agreement, Owned Facility in substantially the form attached hereto as Exhibit D (E, 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 “Patent Assignment Agreement”)transfer of the Owned Facility to Buyer; (viviii) Seller the Parties shall duly execute and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name a Limited Liability Company Interest Assignment Agreement, Agreement in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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 LiabilitiesF; (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) or otherwise make available (or cause to be made available) to Buyer a certificate of good standing of IP LLC issued by the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”)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 cause to be deliveredwill be) such other certificates, documents, instruments and writings released effective as shall be reasonably requested by Buyer to effectively vest in Buyer title in and to of the Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; andClosing; (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, Purchase Price in accordance with Section 1.2(a)cash by wire transfer of immediately available funds to one or more accounts designated by Seller; and (xiv) Buyer the Parties shall pay (or cause duly execute and deliver to be paid) each other a cross-receipt evidencing the Escrow Amount into an escrow account transactions referred to be held pursuant to the terms of the Escrow Agreementabove.

Actions at the Closing. At the Closing, except as otherwise provided in a Local Transfer Agreement: (i) Seller PKI shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller Sellers the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b)5.2; (iii) Seller and Buyer PKI shall deliver (or cause to be delivered) to Buyer certificate(s) evidencing all of the Stock, duly endorsed in blank, or with stock powers or other one or more instruments of transfer reasonably acceptable to Buyer duly executed Bills by the respective Stock Sellers; (iv) (A) PKI shall cause PKI Singapore to deliver to Buyer an executed ▇▇▇▇ of Sale in substantially the form attached hereto as Exhibit B C(a), (collectivelyB) PKI Germany Opto, PKI German Parent and Buyer or its Designated Affiliates shall execute a stock, asset and hereditary building right sale and transfer agreement (Kauf- und Übertragungsvertrag betreffend Geschäftsanteile, Vermögensgegenstände und Erbbaurechte) in substantially the form attached hereto as Exhibit C(b) duly notarized before a German notary public (the “German Local Transfer Agreement”) and (C) at or prior to the Closing, PKI Holdings and PKI Singapore (in its capacity as the holder of two (2) shares of capital stock of PKI Indonesia) and Buyer or its Designated Affiliates shall execute a notarial Share Sale and Purchase Deed(s) in substantially the form attached hereto as Exhibit C(c) (such agreements in clauses (A) through (C) hereof, the Assumption Agreement, the Lease Assignment and Assumption Agreements and any other agreement to transfer any of the Acquired Assets or Stock in a foreign jurisdiction contemplated herein are collectively referred to as the “▇▇▇▇ of SaleLocal Transfer Agreements”); (ivv) Seller and Buyer PKI shall deliver (or cause to be delivered) to Buyer or its Designated Affiliates a written confirmation as well as reasonably acceptable documentary evidence that the Domination and Profit and Loss Transfer Agreement (Beherrschungs- und Gewinnabführungsvertrag) entered into between PKI German Parent and PKI Germany Elcos on November 23/24, 2005 has been terminated in compliance with all applicable legal provisions; (vi) PKI shall, and shall cause each other Asset Seller (where applicable) to, deliver to Buyer or its Designated Affiliates an executed Intellectual Property License Assignment Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Intellectual Property Assignment Agreement”); (vivii) Seller PKI shall deliver (or cause to be delivered) such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer or one or more of its Designated Affiliates of valid ownership of the Acquired Assets owned by the Asset Sellers; (viii) Except as provided in Section 9.5(g), PKI shall transfer (or cause to be transferred) all the books, records, files and other data (or copies thereof) of any Business Subsidiary and all the books, records, files and other data (or copies thereof) (other than stock and partnership record books) within the possession of the Asset Sellers included in the Acquired Assets and reasonably necessary for the continued operation of the Business by Buyer and its Designated Affiliates; (ix) Except as provided in Section 9.5(g), PKI shall deliver or make available (or shall cause to be delivered or made available) to Buyer the minute books, stock and partnership record books, ledgers and registers, corporate seals and other similar corporate records of each of the Business Subsidiaries, as well as all business documentation (in paper or electronic format) regarding the business activities of the Asset Sellers with regard to the Business in the period prior to the Closing Date included in the Acquired Assets, to the extent that such documentation is (i) either legally required to be available to the legal entities operating the Business after the Closing Date or (ii) for commercial or other bona fide reasons required by such legal entities with regard to the operation of the Business after the Closing Date; (x) PKI German Parent shall waive any potential indemnification and similar claims against PKI Germany Elcos resulting from a certain sale and transfer agreement dated August 24, 2005 according to which PKI Germany Elcos agreed to indemnify PKI German Parent from certain earn out obligations under which a payment was due by PKI German Parent to PKI Germany Opto; (xi) PKI Q-Arc shall assign its rights and obligations under the lease for the site at ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ to PKI UK Holdings and PKI UK Holdings and Buyer shall enter into a sublease agreement regarding such site in substantially the form attached hereto as Exhibit E; (xii) Buyer shall deliver (or cause one or more of its Designated Affiliates to deliver) to each Asset Seller executed Assumption Agreements and such other instruments as PKI may reasonably request in order to effect the assumption by Buyer or one or more of its Designated Affiliates of the Assumed Liabilities; (xiii) Buyer shall deliver (or cause one or more of its Designated Affiliates to deliver) to each applicable Asset Seller an executed Lease Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit F (or such other form as may be reasonably requested by the applicable Asset Seller or landlord) (collectively, the “Lease Assignment and Assumption Agreements”) in connection with those Leases (as defined in Section 2.11(b)) as are designated by the Asset Sellers; (xiv) Buyer shall pay to Sellers the Purchase Price in cash by wire transfer of immediately available funds to one or more accounts designated by PKI; (xv) PKI shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment AgreementBuyer, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and or otherwise put Buyer shall deliver (or cause Buyer to be deliveredput) to the other an executed Trademark Assignment Agreementin possession and control of, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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 all of the Acquired Assets and of a tangible nature owned by the Assumed LiabilitiesAsset Sellers; (ixxvi) Seller PKI shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement transition services agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xixvii) Seller and Buyer PKI shall deliver to Buyer a certified true copy of resolutions of each of the board of directors and (if required) the shareholders of PKI Singapore approving, inter alia, the sale of the Acquired Assets by PKI Singapore and the entering into the transactions contemplated hereunder by PKI Singapore; (xviii) PKI shall deliver to Buyer or cause to be deliveredits Designated Affiliates copies of (A) the approval issued by the Indonesian Investment Coordinating Board approving the sale of the relevant Stock in PKI Indonesia; (B) an original newspaper announcement by PKI Indonesia with respect of the relevant Stock acquisition in PKI Indonesia by Buyer or its Designated Affiliates in substantially the form attached hereto as Part 1 of Exhibit H ; (C) the notification made to the other an executed Sublease employees of PKI Indonesia in connection with the change of control resulting from the relevant Stock acquisition in PKI Indonesia in substantially the form attached hereto as Exhibit H I; (D) a notarized copy of the “Sublease”)shareholders resolutions of PKI Indonesia approving the sale of the relevant Stock in PKI Indonesia executed no earlier than 30 days after the documents required to be delivered pursuant to clause (B) and (C) above; and (E) if required by Law as a condition to the transfer of the Stock of PKI Indonesia, a statement from the President Director certifying that there were no objections of creditors notified within 14 days of the date of the announcement required by clause (B) above or that all such objections have been settled; (xiixix) Seller PKI shall deliver (or cause to be delivered) such other Buyer duly executed certificates, documentsin the form prescribed by the Treasury Regulations under Section 1445 of the Code, instruments and writings as certifying that the purchase of the stock of PKI Sensors is exempt from withholding under Section 1445 of the Code; (xx) Buyer shall, or shall be reasonably requested by Buyer to effectively vest in Buyer title in and to cause one of its Designated Affiliates to, enter into the Acquired Assetsapplicable Local Transfer Agreements, free and clear of all Encumbrances (other than Permitted Encumbrances), in accordance with including the provisions of this AgreementGerman Local Transfer Agreement duly notarized before a German notary public; and (xiiixxi) Buyer The Parties shall pay (or cause execute and deliver to be paid) each other a cross-receipt evidencing the transactions referred to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreementabove.

Actions at the Closing. At the Closing: (i) the Seller shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)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 5.3 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially Seller the form attached hereto as Exhibit B certificates, instruments and documents required to be delivered under Section 5.2; (collectively, iii) the “Seller and Buyer shall execute and deliver a ▇▇▇▇ of Sale”); (iv) Seller Sale and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Assumption Agreement in substantially the form attached hereto as Exhibit C A; (iv) the “IP License Agreement”)Seller shall execute and deliver an Intellectual Property Assignment in substantially the form attached as Exhibit B; (v) the Seller and Buyer shall execute and deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”)Intellectual Property License; (vi) the Seller and the Buyer shall execute and deliver (or cause such other instruments of conveyance as the Buyer may reasonably request in order to be delivered) effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets owned by the Seller (including any documents, instruments or other an executed Domain Name Assignment Agreement, agreements reasonably required with respect to any Acquired Assets located in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”People’s Republic of China); (vii) the Seller and Buyer shall execute and deliver (or cause to be delivered) to the other an executed Trademark Assignment Sublease Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) the Buyer and the Seller shall execute and Buyer shall deliver (or cause to be delivered) to the other one or more executed Assumption Agreements and such other instruments as the Seller may reasonably request in order to effect the assignment to, and assumption by, by the Buyer of certain of the Acquired Assets and the Assumed Liabilities; (ix) the Buyer and the Seller shall execute and deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product RecordsAsset Lease Agreement; (x) the Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession of the Seller or its Affiliates exclusively relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer following the Closing and shall provide copies of such materials that relate to both the Acquired Assets and the Excluded Assets; (xi) the Buyer shall pay to the Seller the First Cash Payment; (xii) the Seller and the Buyer shall execute and deliver (or cause to be delivered) to the other an executed Transition Services a Stockholder Agreement in substantially the form attached hereto as Exhibit G C; (xiii) the “Transition Services Agreement”Buyer shall deliver to American Stock Transfer Company, LLC instructions to deliver to the Seller, on an expedited basis, a certificate evidencing the Closing Shares, registered in the name of the Seller and with the further details and legends as mutually agreed to by the Seller and the Buyer (acting reasonably); (xixiv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) Seller shall deliver (or cause to be delivered) such other certificates, documents, instruments the Buyer fully-completed and writings executed questionnaires and certifications as shall may be reasonably requested by the Buyer to effectively vest in Buyer title in and connection with the Buyer’s issuance of the Closing Shares; (xv) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets, free and clear Assets of all Encumbrances a tangible nature owned by the Seller; (other than Permitted Encumbrances), in accordance with xvi) the provisions Seller shall deliver to the Buyer a certificate under Treasury Regulations Section 1.1445-2(b) that the Seller is not a foreign person within the meaning of this AgreementSection 1445 of the Code duly executed by the Seller; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paidxvii) the Escrow Amount into an escrow account Parties shall execute and deliver to be held pursuant each other a cross-receipt evidencing the transactions referred to the terms of the Escrow Agreementabove.

Actions at the Closing. (a) In consideration for the sale, assignment, transfer, conveyance and delivery of the Acquired Interests to Buyer, at the Closing, Buyer shall pay to Seller, by wire transfer to a bank account designated in writing by Seller to Buyer prior to the Closing Date, an amount equal to the Closing Purchase Price in immediately available funds in United States dollars. (b) At the Closing, the following deliveries shall occur: (i) Seller Buyer shall deliver (or cause to be delivered) delivered to Buyer Seller an executed counterpart of each of the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)Ancillary Agreements signed by each party other than Seller; (ii) Buyer shall deliver (deposit or cause to be delivered) to Seller deposited the various certificatesIndemnity Escrow Amount with the Escrow Agent, instruments and documents required to be delivered under Section 5.3 not otherwise listed in managed and paid out by the Escrow Agent pursuant to the terms of this Section 1.3(b)Agreement, and pay 50% of any required fees to the Escrow Agent; (iii) Seller and Buyer shall deliver (or cause to be delivereddelivered to Buyer an IRS Form W-9 from Seller (or if Seller is an entity disregarded as separate from its owner, the Person treated as owning the Acquired Interests for U.S. federal income tax purposes); provided, that Buyer’s sole remedy for Seller’s failure to provide such IRS Form W-9 shall be to withhold from the payments to be made pursuant to this Agreement the withholding Tax, if any, that Buyer is required to withhold under Section 1445 of the Code; (iv) Seller shall deliver or cause to be delivered to Buyer certain documentation with respect to the other one or more executed Bills of Sale Credit Facility in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License AgreementCredit Facility Release Documentation”); (v) Seller and Buyer shall deliver (or cause to be delivered) delivered to Buyer customary evidence that the signing authority pertaining to the other an executed Patent Assignment Agreement, in bank accounts set forth on Schedule 3.17 of the Disclosure Schedules shall be transferred to certain individuals designated by Buyer at or substantially concurrent with the form attached hereto as Exhibit D (the “Patent Assignment Agreement”);Closing; and (vi) Seller and Buyer shall deliver (or cause to be delivered) delivered to the other Buyer an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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 counterpart of certain each of the Acquired Assets and the Assumed Liabilities; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) Seller shall deliver (or cause to be delivered) such other certificates, documents, instruments and writings as shall be reasonably requested Ancillary Agreements signed by Buyer to effectively vest in Buyer title in and to the Acquired Assets, free and clear of all Encumbrances (each party other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow AgreementSeller.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)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 not otherwise listed in this Section 1.3(b)5.3; (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B D (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement Trademark Assignment in substantially the form attached hereto as Exhibit C E (the “IP License AgreementTrademark Assignment”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, License Agreement in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Patent License Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viiivi) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ixvii) 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 Product RecordsSubsidiaries 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 Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G I (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) all share transfer agreements, 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 other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the 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 other an executed Sublease equity interests in substantially Sycamore Networks (Shanghai) Co., Ltd. (“Sycamore Shanghai”) until such time as the form attached hereto as Exhibit H (requisite governmental approvals for the “Sublease”)transfer of such equity interests have been obtained; (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, Purchase Price in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreement.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b)7.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b)7.2; (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other 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; (ix) Seller shall deliver (or cause to be delivered) to Buyer any certificate(s) evidencing the Shares, duly endorsed in blank, or otherwise make available with stock powers; (iv) Buyer shall repay, or cause to be made availablerepaid, 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 of any payoff letters with respect thereto, by wire transfer of immediately available funds to the accounts designated in such payoff letters or, if not designated therein, pursuant to the wire transfer instructions provided by Seller not less than one (1) Business Day prior to the Closing Date; (v) Buyer shall pay, or cause to be paid, on behalf of the Company and/or Seller, as 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) Buyer shall deliver an amount equal to the General Escrow Amount in cash by wire transfer of immediately available funds, to an escrow account (the “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 and (ii) adjustments to the Purchase 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 “Environmental Escrow Account”) designated by Seller and 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 case, pursuant to the 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 Transferred Product Records;representation and warranty specified in Section 3.18(g). (x) Seller and shall have delivered to Buyer shall deliver (or cause to be delivered) to copies of all third-party consents under Leases which are listed on Section 3.1.4 of the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G Disclosure Schedule (the “Transition Services AgreementLease Consents”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreementbut excluding any Lease Consents under Leases for Excluded Properties.

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 5.2 not otherwise listed in this Section 1.3(b)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 5.3 not otherwise listed in this Section 1.3(b)6.2; (iii) Seller shall execute and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially Buyer the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) the Buyer and Seller shall execute and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Assignment and Assumption Agreement”); (v) Seller and the Buyer shall deliver (or cause pay to be delivered) to Seller the other an executed Patent Assignment Agreement, Purchase Price in substantially accordance with the form attached hereto as Exhibit D (the “Patent Assignment Agreement”)provisions of Section 2.2 hereof; (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment AgreementBuyer, or otherwise put the Buyer in substantially possession and control of, all of the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”)Business Assets of a tangible nature; (vii) the Buyer and Seller shall execute and Buyer shall deliver (or cause to be delivered) each other a cross-receipt evidencing the transactions referred to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”)above; (viii) Seller and Buyer shall deliver (or cause to be delivered) 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 one or more executed Assumption Agreements and such other instruments as Seller may reasonably request in order to effect than Permitted Encumbrances) on the assignment to, and assumption by, Buyer of certain of the Acquired Business Assets and on Seller’s right, title and interest in the Assumed LiabilitiesBusiness 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, (or cause A) shall be limited solely to be deliveredan action against the IRS for a refund, and (B) or otherwise make available (or cause to be made available) to hereby waives any right of action against the Buyer the Transferred Product Records;on account of such withholding; and (x) Seller and Buyer shall deliver (or cause to be delivered) to the Buyer all keys, access codes and combinations to all locks, and other an executed Transition Services Agreement security devices to the Real Estate. The agreements and instruments referred to in substantially the form attached hereto clauses (i)-(x) above are referred to herein as Exhibit G (the “Transition Services AgreementTransfer Documents.”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreement.

Actions at the Closing. At the Closing: (i) Seller Each of Parent and Seller, as the case may be, shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered by it under Section 5.2 not otherwise listed in this Section 1.3(b)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 5.3 not otherwise listed in this Section 1.3(b)5.2; (iii) Seller shall deliver to Buyer certificates evidencing all of the Company Shares, duly endorsed in blank by Seller or with stock powers for the Company Shares duly executed in blank by Seller, in proper form for transfer; (iv) Parent, Buyer and the Company shall enter into a Transition Services Agreement in a form that is mutually acceptable to the Parties pursuant to which the Parties will provide certain services to each other for a reasonable period of time following the Closing, it being understood that such services shall be provided at the provider's cost (including overhead rate allocation and general and administrative costs and expenses) and that the requesting party will reimburse the providing party for all out of pocket costs incurred in providing such services (the "Transition Services Agreement"); (v) Parent, Seller, Buyer and the Company shall enter into the Logo License Agreement in form and substance satisfactory to Buyer; (vi) Seller shall deliver (or shall cause to be delivered) to Buyer all Books and Records in the other one or more executed Bills possession of Sale in substantially the form attached hereto as Exhibit B (collectivelyCompany, the “▇▇▇▇ Subsidiary, and any of Sale”); (iv) Seller their respective Affiliates, counsel, agents and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”)representatives; (vii) Seller and Buyer shall deliver (or cause to be delivered) Seller the Base Purchase Price by wire transfer of immediately available funds into an account designated by Seller in writing, at least three days prior to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” scheduled date of payment; and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller Buyer and Buyer shall deliver (or cause to be delivered) to the other 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; (ix) Seller shall execute and deliver (or cause to be delivered) or otherwise make available (or cause each other a cross-receipt evidencing the transactions referred to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) 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 (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Upfront Payment less the Escrow Amount, in accordance with Section 1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreementabove.