Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing: (i) Seller and ▇▇▇▇▇ shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit A; (ii) Seller and Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9.

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 ▇▇▇▇▇ shall execute and deliver documents required to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit Abe delivered under Section 5.1; (ii) Seller and the Buyer shall execute deliver (or cause to be delivered) to the Seller the various certificates, instruments and deliver documents required to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”)be delivered under Section 5.2; (iii) the Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) ▇▇▇▇ of Sale in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in substantially the form attached hereto as Exhibit D; (viv) the Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes a Trademark Assignment in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in substantially the form attached hereto as Exhibit E; (v) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets; (vi) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit F; (vii) the Seller and the Buyer Parent shall execute and deliver the Escrow Agreement in substantially the form attached as Exhibit C; (viii) the Buyer and each executive selected by Buyer shall execute and deliver the respective Employment Agreement in substantially the form attached as Exhibit G; (ix) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (x) the Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer; (xi) the Seller shall deliver an executed opinion of the Seller's counsel in substantially the form attached as Exhibit H; (xii) the Buyer shall deliver an executed opinion of the Buyer's counsel in substantially the form attached as Exhibit I; (xiii) the Buyer shall pay to the Seller (A) the Cash Portion of the Purchase Price in cash by wire transfer of immediately available funds into an account designated by the Seller in writing, and (B) the Stock Portion of the Purchase Price by the delivery of stock certificates representing shares of common stock of the Guarantor; and (xiv) the Parties shall execute and deliver to each other a cross-receipt evidencing the guaranty agreement transactions referred to above. The agreements and instruments referred to in clauses (iii) through (xii) above are referred to here in as the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9"Ancillary Agreements."

Actions at the Closing. At or prior to the Closing:: ---------------------- (a) the Company Stockholder shall deliver to the Buyer the certificate representing the Shares held by the Company Stockholder; (b) the Company Stockholder, the Buyer and State Street Bank and Trust Company (the "Escrow Agent") shall have entered into the Escrow Agreement in the form of Exhibit A-1 attached hereto; ----------- (c) the Buyer, the Escrow Agent and the key employees of the Company listed on Schedule I attached hereto (the "Key Employees") shall have entered ---------- into the Escrow Agreement in the form of Exhibit A-2 attached hereto; ----------- (e) each Key Employee shall have entered into a Non-Competition and Non-Solicitation Agreement in the form of Exhibit C attached hereto; ---------- (f) each of the employees of the Company listed on Schedule II hereto ----------- (the "Employees") shall have entered into the Standard Employee Agreement of the Buyer in the form of Exhibit D attached hereto; --------- (g) the Buyer shall have received an opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., counsel to the Company Stockholder and the Company, substantially in the form of Exhibit E attached hereto; --------- (h) the Company Stockholder shall have received an opinion from ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the Buyer, substantially in the form of Exhibit F --------- attached hereto; (i) Seller and the Buyer shall have granted to the Company Stockholder an option to purchase an aggregate of 25,000 shares of common stock of the Buyer, $.001 par value per share ("Buyer Common Stock") at the closing price of the Buyer Common Stock on the Closing Date as reported by The Nasdaq National Market in the form of Exhibit G attached hereto (the "▇▇▇▇▇▇ Option"); --------- (j) the Company Stockholder shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) have delivered an Investment Representation Letter in the form of Exhibit H attached hereto to the Buyer; --------- (k) the Buyer shall have delivered a certificate of the Secretary of the State of Delaware as Exhibit Ato the legal existence and good standing of the Buyer in Delaware; (iil) Seller the Company shall have delivered a certificate of the Secretary of State of the Commonwealth of Massachusetts as to the legal existence and good standing of the Company in Massachusetts; (m) the Company shall deliver the resignations of all members of the Company's Board of Directors; (n) the Company shall terminate its 401(k) plan; (o) the Buyer shall execute pay the purchase price as set forth below in Section 1.5; (p) the Company Stockholder shall have delivered to the Buyer all consents, approvals and deliver waivers of lenders, lessors and other third parties whose consent, approval or waiver is required under their respective agreement or understanding with the Company or the Company Stockholder, as the case may be, in connection with the sale of the Shares hereunder or the merger of the Company into the Buyer contemplated herein; (q) the Company shall have delivered to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) Buyer terminations of all Stock Restriction Agreements in the form attached hereto as of Exhibit B-1 assigning a leasehold interest in the leased real property described therein I from each party thereto --------- and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) waivers of certain rights under certain Incentive Stock Option Agreements in the form attached hereto as of Exhibit B-2 assigning a sublease interest in J from each party thereto; --------- (r) the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”)Company Stockholder shall be released from all bank guarantees; (iiis) Seller and Buyer shall execute and deliver to each such other a license agreement (the “License Agreement”) in the form attached hereto documents, instruments or certificates as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other or the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9Company Stockholder may reasonably request.

Actions at the Closing. At the Closing: (ia) Seller the Company and ▇▇▇▇▇ the Company Shareholder shall execute and deliver to each other the Buyer the various certificates, instruments and documents referred to in Section 7.2; (b) the Buyer shall deliver to the Company and the Company Shareholder the various certificates, instruments and documents referred to in Section 7.3; (c) the Company Shareholder shall deliver to the Buyer the certificates representing the Shares, together with stock powers duly executed by the Company Shareholder; (d) the Company shall deliver a bill copy of sale the resolutions duly adopted by the board of directors of the Company evidencing authorization of the execution and assignment delivery of this Agreement and assumption agreement the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the Secretary of the Company in form and substance reasonably satisfactory to the Buyer (e) the “Bill Buyer shall deliver a copy of Sale the resolutions duly adopted by the board of directors of the Buyer evidencing authorization of the execution and Assignment delivery of this Agreement and Assumption Agreement”the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the Secretary of the Buyer in form and substance reasonably satisfactory to the Company; (f) the Buyer shall pay One Hundred Thirty Million Eight Hundred Fifty-Four Thousand Dollars ($130,854,000), in cash, to the Company Shareholder, by wire transfer of immediately available funds, to the accounts designated by the Company Shareholder; (g) the Buyer shall deliver to the Company Shareholder a promissory note payable to the Company Shareholder in the amount of Thirty Million Dollars ($30,000,000) in the form attached hereto as Exhibit A; (ii) Seller and Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement A (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real PropertyNote”); (iiih) Seller the Buyer, the Company Shareholder and Buyer the Escrow Agent shall execute and deliver to each other a license agreement the Escrow Agreement, and the Parent shall deposit Nine Hundred Six Thousand Eighty-Four (906,084) shares of the Parent’s common stock, $0.01 par value per share (the “License AgreementParent Common Stock”) issued in the form attached hereto as Exhibit Cname of the Company Shareholder (the “Escrow Shares”) into the account designated by the Escrow Agent for the purposes set forth in Section 1.6, which number of shares has been determined by the Parties by dividing (i) Twenty Million Dollars ($20,000,000) by (ii) the average of the closing price per share of the Parent Common Stock on the New York Stock Exchange over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the date of this Agreement; (ivi) Seller the Parent shall deliver to the Company Shareholder One Million Ninety-Three Thousand Nine Hundred Sixteen (1,093,916) shares (the “Closing Shares” and together with the Escrow Shares, the “Parent Shares”) of the Parent Common Stock, issued in the name of the Company Shareholder, which number of shares has been determined by subtracting (i) the number of Escrow Shares from (ii) Two Million (2,000,000), and the value of the Closing Shares shall be equal to (y) the number of Closing Shares multiplied by (z) the average of the closing price per share of the Parent Common Stock on the New York Stock Exchange over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the date of this Agreement; (j) the Buyer shall pay on behalf of the Company, or cause the Company to pay, all Indebtedness and Unpaid Selling Expenses of the Company in the amounts set forth in the Draft Computation; and (k) the Buyer and the Company Shareholder shall execute and deliver to each other a transition services agreement (the “Transition Services Employment Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9.

Actions at the Closing. At the Closing: (i) Seller and ▇▇▇▇▇ the Parent shall execute and deliver to each other a bill of sale and the Buyer an assignment and assumption agreement (with respect to the “Bill of Sale and Assignment and Assumption Agreement”) Membership Interests in substantially the form attached hereto as Exhibit A; (ii) A-1 and Asset Seller and Buyer 1 shall execute and deliver to each other (A) a lease the Buyer an assignment and assumption agreement (with respect to the “Lease Assignment and Assumption Agreement”) Share Capital in substantially the form attached hereto as Exhibit B-1 assigning A-2; (ii) the Asset Sellers shall execute and deliver a leasehold interest Bill of Sale in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in substantially the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”)B; (iii) Seller the Parent or one of its Affiliates (other than a Business Subsidiary), as licensor, and Buyer the Buyer, as licensee, shall execute and deliver to each other a license agreement (the “Intellectual Property Transfer and License Agreement”) Agreement in substantially the form attached hereto as Exhibit C; (iv) Seller the Parent or one of its Affiliates (other than a Business Subsidiary), as landlord, and Buyer JTC, as tenant, shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) Lease Agreement in substantially the form attached hereto as Exhibit D; (v) Seller the Parent or one of its Affiliates (other than a Business Subsidiary), as subtenant, and the Buyer Parties DPS, as sublandlord, shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes Real Property License Agreement in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in substantially the form attached hereto as Exhibit E; (vi) the Parent and the Buyer shall execute and deliver the Transition Services Agreement in substantially the form attached hereto as Exhibit F; (vii) the Buyer shall execute and deliver to each Asset Seller an Assumption Agreement in substantially the form attached hereto as Exhibit G; (viii) Danaher Corporation shall execute and deliver the Payment Guaranty in ▇▇▇▇▇▇ntially the form attached hereto as Exhibit H; (ix) Sellers shall execute and deliver the Incidental Agreement in substantially the form attached hereto as Exhibit I; (x) for each Seller Guarantee existing as of the Closing, the Buyer shall deliver to the Parent either (i) a copy of a replacement arrangement obtained in accordance with Section 4.6, reasonably satisfactory to the Sellers, or (ii) an irrevocable standby letter of credit in favor of the Parent in an annual amount equal to the amount of such Seller Guarantee, issued by a bank rated A or better by Standard & Poor's, in form and substance reasonably satisfactory to the Parent; (xi) the Buyer shall pay to the Sellers the Purchase Price in cash by wire transfers of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Sellers not less than 2 Business Days prior to the Closing; and (xii) the Parties shall execute and deliver to each other a cross-receipt evidencing the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver transactions referred to Buyer a properly completed and duly executed IRS Form W-9above.

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 5.1; (ii) the Buyer shall deliver (or cause to be delivered) to the Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) the Seller shall execute and deliver to each other a bill of sale and assignment and assumption agreement (▇▇▇ignment for all of the “Bill of Sale and Assignment and Assumption Agreement”) Acquired Assets in the form attached hereto as Exhibit AA (“Bill of Sale”); (iiiv) the Seller shall execute and deliver one or more assignments of the Intellectual Property Assets in the form or forms attached hereto as Exhibit B (“IP Assignments”); (v) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets, each in form and substance reasonably satisfactory to Buyer and its legal counsel; (vi) the Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Seller an Assumption Agreement”) Agreement in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in substantially the form attached hereto as Exhibit C; (ivvii) the Buyer and the Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) Agreement in substantially the form attached hereto as Exhibit D; (vviii) Seller the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities, each in form and substance reasonably satisfactory to Seller; (ix) the Seller shall transfer to the Buyer copies of all books and records, files and other data within the possession of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer, in a format reasonably acceptable to the Buyer, and without limiting the generality of formats that are reasonably acceptable, books, records, files, and other data that are delivered electronically in WORD, EXCEL or PDF formats, or on paper shall be deemed to be acceptable to the Buyer; (x) the Buyer shall pay to the Seller the Closing Payment in cash by wire transfer of immediately available funds into an account designated by the Seller; (xi) the Buyer shall deliver the Estimated Adjustment Payment to the escrow agent by wire transfer of immediately available funds; (xii) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature owned by the Seller; and (xiii) the Parties shall execute and deliver to each other a cross-receipt evidencing the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver transactions referred to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9above.

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 5.1; (ii) the Buyer shall deliver (or cause to be delivered) to the Sellers the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) the Sellers shall execute and deliver a ▇▇▇▇ shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in substantially the form attached hereto as Exhibit A; (iiiv) the Sellers shall deliver to the Buyer the Business Financial Statements; (v) the Sellers and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets owned by the Sellers; (vi) the Buyer and the relevant Seller shall execute and deliver the German Transfer Deed, in form reasonably acceptable to the Buyer and the Sellers; (vii) the Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Seller an Assumption Agreement”) Agreement in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in substantially the form attached hereto as Exhibit C; (ivviii) Seller the Buyer and Buyer the Sellers shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) Inventory Agreement in substantially the form attached hereto as Exhibit D; (vix) Seller the Buyer and the Buyer Parties Sellers shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes License Agreement in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in substantially the form attached hereto as Exhibit E; (viix) the Buyer and the Sellers shall execute and deliver the Transition Services Agreement; (xi) the Buyer and the Sellers shall received the Codec License Agreement; (xii) the Buyer and the Sellers shall execute and deliver such other instruments as any Seller and may reasonably request in order to effect the assumption by the Buyer Parent of the Buyer Liabilities; (xiii) the Buyer shall pay to the Sellers the Purchase Price in cash by wire transfer of immediately available funds into an account designated by the Sellers in writing not less than two (2) Business Days before the Closing Date; (xiv) the Sellers shall deliver to the Buyer all of the Acquired Assets of a tangible nature owned by the Sellers; and (xv) the Parties shall execute and deliver to each other a cross-receipt evidencing the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver transactions referred to Buyer a properly completed and duly executed IRS Form W-9above.

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 6.1; (ii) the Buyer shall deliver (or cause to be delivered) to the Seller the various certificates, instruments and documents required to be delivered under Section 6.2; (iii) the Seller shall execute and deliver a ▇▇▇▇ shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit A; (iiiv) the Seller shall execute and deliver a Trademark Assignment in the form attached hereto as Exhibit B, suitable for recordation in the United States Patent and Trademark Office (the “Trademark Assignment”); (v) the Seller and the Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease counterparts of an Assignment and Assumption Agreement”) Agreement in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property C (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Assumption Agreement”) (vi) in the form attached hereto as Exhibit B-2 assigning Seller shall deliver to Buyer a sublease interest in copy of the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”)executed NDA Transfer Letter; (iiivii) the Seller and the Buyer shall execute and deliver to each other counterparts of a license agreement (the “License Agreement”) Transition Services Agreement substantially in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement F (the “Transition Services Agreement”) in the form attached hereto as Exhibit D); (vviii) the Seller and shall deliver (or cause to be delivered) to Buyer duly executed Third Party Consents substantially in the forms attached as Exhibit G; (ix) the Buyer Parties shall execute pay to the Seller the portion of the Purchase Price required by Sections 2.2(a)(i) and (ii); (x) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature, including documents and data in electronic formats, to the extent that such documents and data are in electronic formats; and (xi) the Seller shall update and deliver to each other Buyer Section 3.19 of Seller’s Disclosure Schedule such that Section 3.19 sets forth a complete and accurate list as of the Convertible Note Subscription Deed Closing Date of the number of Delatestryl® Vials that actually constitute the Closing Product Inventory as of the Closing Date, and shall make available to the Note Deed PollBuyer, and Buyer shall issue Seller take delivery of, the Convertible Notes Closing Product Inventory, subject to the provisions of the Transition Services Agreement. The agreements and instruments referred to in accordance therewith; clauses (viiii), (iv), (v) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver above are referred to each other the guaranty agreement (herein as the “Guaranty AgreementAncillary Agreements.”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9.

Actions at the Closing. At the Closing: (i) Seller the Buyers shall collectively deliver to the Sellers the Adjusted Purchase Price and ▇Irish Purchase Price as set forth in Section 1.2; (ii) the Parent shall deliver (or cause to be delivered) to SCI the various certificates, instruments and documents required to be delivered under Section 5.1; (iii) SCI shall deliver (or cause to be delivered) to Parent the various certificates, instruments and documents required to be delivered under Section 5.2; (iv) the Sellers shall execute and deliver a ▇▇▇▇ shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”with respect to the Acquired Assets (other than the Irish Acquired Assets) in substantially the form attached hereto as Exhibit A; (iiv) Seller the Sellers and Buyer SCI shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) License Agreement in substantially the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iiivi) Seller and Buyer SCI shall execute and deliver (or cause to each other a license agreement (the “License Agreement”be executed and delivered) to Sellers an Assumption Agreement in substantially the form attached hereto as Exhibit C; (ivvii) the Sellers, SCI and ON Bermuda shall execute and deliver a transitional foundry services agreement and a transition services agreement in substantially the forms attached hereto as Exhibits D and E, respectively; (viii) the Sellers and the Buyers shall execute and deliver an Escrow Agreement in substantially the form attached hereto as Exhibit F; (ix) the Sellers and SCI shall execute and deliver the ADICE License Agreement in substantially the form attached hereto as Exhibit G; (x) Parent and SCI shall deliver the Allocation Schedule; (xi) the Sellers shall execute and deliver (or cause to be executed and delivered) such other instruments of conveyance as SCI, on behalf of the Buyers, may reasonably request in order to effect the sale, transfer, conveyance and assignment to the relevant Buyer of valid ownership of and title to all of the Acquired Assets, including, without limitation, any Intellectual Property Rights assignment agreements to be recorded with the U.S. Patent and Trademark Office and foreign counterparts thereof; (xii) SCI shall execute and deliver (or cause to be executed and delivered) such other instruments as any Seller may reasonably request in order to effect the assumption by the relevant Buyer of the Assumed Liabilities; (xiii) each Seller shall transfer the Books and Buyer Records; (xiv) the Sellers shall deliver to (A) SCI, or otherwise put SCI in possession and control of, all of the Acquired Assets (other than the Irish Acquired Assets) of a tangible nature, and (B) Irish Newco, or otherwise put Irish Newco in possession and control of, all of the Irish Tangible Assets, in each case in accordance with the Allocation Schedule; and (xv) the Parties shall execute and deliver to each other a transition services agreement (cross-receipt evidencing the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver transactions referred to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9above.

Actions at the Closing. At the Closing: (A) Seller shall deliver to Buyer the following: (i) Seller and ▇a membership interest assignment in substantially the form of Exhibit A hereto effecting the transfer of the Membership Interests to Buyer; (ii) a ▇▇▇▇ of Sale in substantially the form of Exhibit B hereto (the “▇▇▇▇ of Sale”), duly executed by Seller; (iii) an Assignment and Assumption Agreement in substantially the form of Exhibit C hereto (the “Assignment and Assumption Agreement”), duly executed by Seller; (iv) a Transition Services Agreement in substantially the form of Exhibit D hereto (the “Transition Services Agreement”), duly executed by Seller; (v) a Lease Assignment and Assumption Agreement with respect to the Leased Facility in substantially the form of Exhibit E hereto and subject to such modifications, if any, as may be required by the Landlord (the “Lease Assignment”), duly executed by Seller; (vi) a certification by Seller that Seller is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code; and (vii) the third party consent identified on Schedule 1.6(A)(vii) attached hereto. (B) Seller shall deliver or make available (or shall cause to be delivered or made available) to Buyer the Books and Records (or copies thereof) within the possession or control of Seller or Parent. (C) Seller shall deliver (or shall cause to be delivered) to Buyer, or otherwise put Buyer in possession and control of (or make available, in case of intangible assets), all of the Purchased Assets (subject to any transfer procedures expressly contemplated by the Transition Services Agreement), it being agreed, for the avoidance of doubt, that Purchased Assets located at the Leased Facility shall be deemed delivered. (D) Buyer shall deliver or cause to be delivered to Seller the following: (i) the Purchase Price, by wire transfer of immediately available funds to the account or accounts designated in writing by Parent prior to the Closing; (ii) the Assignment and Assumption Agreement, duly executed by Buyer and such other instruments as Seller may reasonably request in order to effect the assumption by Buyer of the Assumed Liabilities; (iii) the Transition Services Agreement, duly executed by Buyer; and (iv) the Lease Assignment, duly executed by Buyer. (E) The Parties shall execute and deliver to each other a bill of sale and assignment and assumption agreement (cross-receipt evidencing the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit A; (ii) Seller and Buyer shall execute and deliver transactions referred to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9above.

Actions at the Closing. At the Closing: (i) the Seller shall execute and ▇deliver the ▇▇▇▇ shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit A; (ii) the Seller and Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Trademark Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) the Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) Copyright Assignment in the form attached hereto as Exhibit C; (iv) the Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) Patent Assignment in the form attached hereto as Exhibit D; (v) the Seller and the Buyer Parties shall execute and deliver a Subordination Agreement in such form as may be reasonably satisfactory to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewithBuyer’s lender; (vi) the Seller and the Buyer Parent shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to each other a registration rights agreement effect the sale, transfer, conveyance and assignment to the Buyer of good and valid ownership of the Acquired Assets; (vii) the “Registration Rights Agreement”) Seller and the Buyer shall execute and deliver the Assignment and Assumption Agreement in the form attached hereto as Exhibit E; (viiviii) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer Parent of the Assumed Liabilities; (ix) the Seller shall deliver to the Buyer all the Books and Records relating to the Acquired Assets or the Business; (x) the Buyer shall pay to the Seller the Purchase Price (subject to adjustment pursuant to Section 1.3(b) hereof) as follows: (1) payment of Two Million Seven Hundred Fifty Thousand US Dollars (US$2,750,000) in immediately available funds by wire transfer into an account designated by the Seller; and (2) execution and delivery of the Note in the form attached hereto as Exhibit F; (xi) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, (A) all of the Acquired Assets of a tangible nature free and clear of all Security Interests, except for Permitted Liens; and (B) the original execution copies, if available or required by applicable Laws, or copies of all of the Acquired Assets that are embodied in writing; (xii) the Seller shall deliver (or cause to be delivered) to the Buyer the following certificates, instruments and documents: (A) all of the Third Party Consents listed on Schedule 1.5(b)(xii)(A) (the “Required Consents”), which shall be in writing and in a form reasonably satisfactory to Buyer; (B) releases of all Security Interests on the Acquired Assets except for Permitted Liens; (C) a certificate dated as of a date not earlier than seven (7) days prior to the Closing Date as to the good standing of the Seller in the Commonwealth of Pennsylvania and in all other United States jurisdictions where the Seller is required to register as a foreign corporation; (D) a certificate of the Secretary or another executive officer of the Seller, dated as of the Closing Date, and certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing and that the conditions to be satisfied by Seller pursuant to Section 6.3 below are satisfied in all respects; and (E) the Permits required for the operation of the Business, all of which shall have been validly transferred to Buyer, other than Permits that are not permitted to be transferred by applicable Laws; (xiii) the Buyer shall deliver (or cause to be delivered) to the Seller a certificate of the Secretary or another executive officer of the Buyer, dated as of the Closing Date, and certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing and that the conditions to be satisfied by Buyer pursuant to in Section 6.2 below are satisfied in all respects; and (xiv) the Parties shall have delivered to each other copies of all registrations, filings, notices, consents and approvals with or to Governmental Entities in connection with the transactions contemplated hereby (the “Governmental Filings”), all of which Governmental Filings are listed on Schedule 1.5(b)(xiv); (xv) the Operating Company and the Buyer shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) a Transition Services Agreement in the form attached hereto as Exhibit G; and; (viiixvi) the Operating Company and the Buyer shall execute and deliver to each other a Security Agreement in the form attached hereto as Exhibit H; (xvii) the Seller shall have terminated any and all employment-related agreements between the Seller and each Hired Employee and shall have executed and delivered to Buyer, with respect to each Hired Employee, a waiver and release in the form attached hereto as Exhibit I which releases the Hired Employees from their obligations under such employment-related agreements, so that the Hired Employees may accept employment with Buyer; (xviii) the Seller and Buyer shall execute and deliver to each other a Trademark License and Software Sublicense Agreement in the form attached hereto as Exhibit J to permit Buyer to use the Seller ▇▇▇▇ “Lighthouse” in connection with the manufacture, marketing and sale of certain products of the Business; (xix) the Parties shall execute and deliver to each other a properly completed cross-receipt evidencing the transactions referred to above. The agreements and duly executed IRS Form W-9instruments referred to in clauses (i) through (xix) above are referred to herein as the “Ancillary Agreements.”

Actions at the Closing. At the Closing: (i) the Seller shall execute and ▇deliver a ▇▇▇▇ shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in substantially the form attached hereto as Exhibit A; (ii) Seller the Seller, as assignor, and Buyer the Buyer, as assignee, shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) Agreement in substantially the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) the Seller and the Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) Intellectual Property Matters Agreement in substantially the form attached hereto as Exhibit C; (iv) the Seller and the Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) Agreement in substantially the form attached hereto as Exhibit D; (v) the Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes Manufacturing Trademark License Agreement in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in substantially the form attached hereto as Exhibit E; (vi) the Buyer shall pay to the Seller the Purchase Price in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller not less than two (2) Business Days prior to the Closing; (vii) the Seller shall deliver the tangible assets included in the Acquired Assets to Buyer, provided however that Seller shall retain physical possession of any Acquired Assets reasonably necessary to fulfill its obligations under the Transition Services Agreement during the term of the Transition Services Agreement and Buyer Parent shall deliver such tangible assets and the tangible assets included in the Acquired Assets located outside of the U.S. in accordance with Section 4.4; and (viii) the Parties shall execute and deliver to each other a cross-receipt evidencing the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver transactions referred to Buyer a properly completed and duly executed IRS Form W-9above.

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 6.1; (ii) the Buyer shall deliver (or cause to be delivered) to the Seller the various certificates, instruments and documents required to be delivered under Section 6.2; (iii) the Buyer shall execute and deliver to the Seller the Promissory Note; (iv) the Seller shall execute and deliver a Bill of Sale in the form attached hereto as EXHIBIT B; (v) the Seller shall execute and deliver a Patent Assignment Agreement in the form attached hereto as EXHIBIT C (the "Patent Agreement"); (vi) the Seller shall execute and deliver a Trademark Assignment Agreement in the form attached hereto as EXHIBIT D (the "Trademark Agreement"); (vii) the Buyer shall execute and deliver to the Seller an Assignment and Assumption Agreement in the form attached hereto as EXHIBIT E (the "Assumption Agreement"); (viii) the Buyer and the Seller shall execute and deliver a Manufacturing Agreement (the "Manufacturing Agreement") and a Quality Agreement appended thereto, in the forms attached hereto as EXHIBIT F; (ix) the Buyer and the Seller shall execute and deliver the Transition Services Agreement in the form attached hereto as EXHIBIT G (the "Transition Services Agreement"); (x) the Buyer shall pay to the Seller the Closing Cash Payment by wire transfer of immediately available funds into an account designated by the Seller; (xi) the Buyer shall deliver to the Seller a certificate representing the Shares as the Closing Stock Payment; (xii) the Buyer's counsel shall deliver to the Seller a legal opinion in the form attached hereto as EXHIBIT H; (xiii) the Seller's corporate counsel shall deliver to the Buyer a legal opinion in the form attached hereto as EXHIBIT I; (xiv) the Seller's patent counsel shall deliver to the Buyer a legal opinion in the form attached hereto as EXHIBIT J; (xv) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature, including documents and data in electronic formats, to the extent that such documents and data are in electronic formats; (xvi) the Seller shall deliver to the Buyer original executed versions of the documents referenced in items 1, 2, 5 and 6 of Section 3.3(b) of the Seller's Disclosure Schedule; (xvii) the Buyer and the Seller shall execute and deliver to each other a bill of sale and assignment and assumption agreement (cross-receipt evidencing the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit A; (ii) Seller and Buyer shall execute and deliver transactions referred to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit Gabove; and (viiixviii) the Seller shall deliver to the Buyer an agreement executed by the Seller for delivery to the Buyer's designated lenders concerning access to and ownership of the Acquired Assets and the Phos-Lo Products and such other matters as the lenders may reasonably require in a properly completed form reasonably satisfactory to the Seller and duly executed IRS Form W-9the Buyer. The agreements and instruments referred to in clauses (iii), (iv), (v), (vi), (vii), (viii), (ix) and (xviii) above are referred to herein as the "Ancillary Agreements."

Actions at the Closing. At the Closing:, (a) the Parent and the Company shall deliver to the Buyer and the Merger Subsidiary the various certificates, instruments and documents referred to in Section 5.2, (b) the Buyer and the Merger Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Buyer shall file with the Secretary of State of the State of Delaware the Buyer Charter Amendment (as defined in Section 4.12), (d) the Company and the Merger Subsidiary shall (i) Seller the Buyer shall deliver (A) to the Pre-Petition Agent, for the benefit of the Pre-Petition Lenders, immediately available funds equal to the excess of (x) $649,000,000 over (y) the Company Tower Sale Proceeds (as defined in Section 5.2(f)), (B) to the Company immediately available funds when and ▇▇▇▇▇ shall execute as required in amounts sufficient to pay allowed administrative and deliver priority claims and expenses of the Debtors, whether allowed prior to each or after the Effective Time, as set forth in the Amended Plan (collectively, the "Plan Cash") and (C) to a bank trust company or other a bill of sale entity reasonably satisfactory to the Company and assignment and assumption agreement the Buyer appointed by the Buyer to act as the exchange agent (the “Bill "Exchange Agent") pursuant to Section 1.6(a), certificates representing an aggregate number of Sale and Assignment and Assumption Agreement”) shares of Buyer Common Stock determined in accordance with the form pricing mechanism set forth in Schedule II attached hereto (the "Plan Shares") to be distributed as Exhibit A; contemplated by Section 1.6(b), (ii) Seller the Buyer shall issue the Buyer Common Stock (and Buyer Class B Common Stock, if applicable) and, if a Rights Offering Adjustment shall execute and deliver to each other not have occurred, (A) a lease assignment and assumption agreement (Buyer Warrants purchased through the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) exercise of Rights and (B) a sublease agreement (Buyer Warrants purchased by or otherwise issued to the “Sublease Agreement”) Standby Purchasers in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively connection with the GMP FacilityStandby Purchase Commitments, the “Leased Real Property”); and (iii) Seller and Buyer if a Rights Offering Adjustment shall execute and deliver to each other a license agreement (have occurred, the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent Common Stock purchased through the exercise of the Stockholder Rights and, to the extent such Stockholder Rights are not exercised, the Buyer shall execute and deliver to each other a registration rights agreement (issue the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9Participation Warrants.

Actions at the Closing. At the Closing: (i) Seller GB Ltd. shall deliver, or cause to be delivered, to Buyer: (A) share certificates evidencing all of the Equity Interests (to the extent such Equity Interests are certificated); provided, however, that if any such share certificates evidencing any of the Equity Interests are currently held by GB Ltd.’s lenders, GB Ltd. shall only be required to use commercially reasonable efforts to have them delivered to Buyer on the Closing Date and, if not so delivered, such share certificates shall be delivered to Buyer as soon as reasonably practicable after Closing; (B) stock powers, stock transfer forms or other instruments of transfer reasonably acceptable to Buyer duly executed by the respective Equity Interest Sellers in favor of Buyer; and ▇▇▇▇▇ (C) in respect of the Equity Interests in Greatbatch France, an ordre de mouvement and a registration duties declaration duly executed by Greatbatch Switzerland; (ii) GB Ltd. shall execute cause Greatbatch Switzerland to enter into and deliver to each other a bill of local sale and assignment and assumption transfer agreement (with respect to the “Bill of Sale and Assignment and Assumption Agreement”) Acquired Assets owned by Greatbatch Switzerland in substantially the form attached hereto as Exhibit AC (the “Swiss Asset Transfer Agreement”) and perform its obligations thereunder and Buyer shall enter into and deliver the Swiss Asset Transfer Agreement and perform its obligation thereunder; (iiiii) Seller GB Ltd. shall cause Greatbatch Switzerland to enter into and deliver a local equity interest purchase agreement with respect to the Equity Interests of Greatbatch France in substantially the form attached hereto as Exhibit D (the “French Equity Interest Purchase Agreement”) and perform its obligations thereunder and Buyer shall execute enter into and deliver the French Equity Interest Purchase Agreement and perform its obligation thereunder; (iv) GB Ltd. shall deliver, or cause the other Asset Sellers to deliver, such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets (together with the Swiss Asset Transfer Agreement and the French Equity Interest Purchase Agreement, the “Local Transfer Agreements”); (v) GB Ltd. shall transfer, or cause to be transferred, all Books and Records to Buyer; (vi) GB Ltd. shall deliver or make available, or shall cause to be delivered or made available, to Buyer the minute books, stock and partnership books, ledgers and registers, corporate seals and other similar corporate records of each of the Acquired Companies; (vii) GB Ltd. shall deliver, or cause to be delivered, an executed and notarized bargain and sale deed in form and substance reasonably satisfactory to Buyer with respect to each Owned Facility (the “Deeds”), together with any customary and standard affidavits, indemnities and other customary and standard agreements or assurances reasonably required by a title insurance company to issue title insurance policies in favor of Buyer in form and substance reasonably satisfactory to Buyer; (Aviii) GB Ltd. shall deliver, or cause to be delivered, any and all documents, affidavits or instruments, executed by a lease assignment Seller, which are required to be filed in connection with the payment of any foreign, state, county or local transfer Taxes required to be paid in connection with the transfer of each Owned Facility to Buyer; (ix) GB Ltd. shall deliver, or cause to be delivered, an executed Lease Assignment and assumption agreement Assumption Agreement in substantially the form attached hereto as Exhibit E (or such other form as may be reasonably requested by the landlord of an Assigned Leased Facility) with respect to each of the Assigned Leased Facilities (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures), improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”)which shall then be executed by Buyer; (iiix) Seller and Buyer the Parties shall execute and deliver to each other a license agreement (the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement Transition Services Agreement (the “Transition Services Agreement”) in substantially the form attached hereto as Exhibit DF; (vxi) Seller GB Ltd. shall deliver, or cause the delivery of, executed assignments in form and substance reasonably satisfactory to Buyer transferring all of Acquired Intellectual Property to Buyer (the “Intellectual Property Assignments”); (xii) Buyer shall pay to GB Ltd. (as agent of the Sellers) the Purchase Price in cash by wire transfer of immediately available funds to one or more accounts designated by GB Ltd.; (xiii) GB Ltd. shall deliver, or cause to be delivered to Buyer, or otherwise put Buyer, or cause Buyer to be put, in possession and control of, all of the Acquired Assets of a tangible nature owned by the Asset Sellers; (xiv) GB Ltd. shall deliver and cause Lake Region Medical and Lake Region Manufacturing to deliver to Buyer a certificate from, in form and substance as prescribed by Treasury Regulations promulgated under Section 1445 of the Code, stating that GB Ltd., Lake Region Medical or Lake Region Manufacturing, as applicable, is not a “foreign person” within the meaning of Section 897 of the Code and Reg. § 1.1445-2(b)(2); (xv) GB Ltd. shall cause all Security Interests on the Acquired Assets and the assets and properties of the Acquired Companies and Liens in the case of the Equity Interests and any guarantees provided by an Acquired Company arising under the credit agreement, dated as of October 27, 2015, by among GB Ltd., as the borrower, Integer, as parent, the financial institutions party thereto and Manufacturers and Traders Trust Company, as administrative agent, as amended and GB Ltd.’s 9.125% senior notes due 2023, to be released and terminated; (xvi) except as set forth on Section 2.3(b)(xvi) of the Disclosure Schedule, GB Ltd. shall deliver, or cause to be delivered, evidence reasonably acceptable to Buyer (x) of the release and termination of all Security Interests on the Acquired Assets and the assets and properties of the Acquired Companies and Liens in the case of the Equity Interests and any guarantees provided by an Acquired Company arising under any arrangements or agreements relating to Indebtedness of GB Ltd. or any of its Affiliates (other than the credit agreement, dated as of October 27, 2015, by among GB Ltd., as the borrower, Integer, as parent, the financial institutions party thereto and Manufacturers and Traders Trust Company, as administrative agent, as amended and GB Ltd.’s 9.125% senior notes due 2023) (collectively, the “Seller Financing Arrangements”) and (y) that no Acquired Company or Acquired Asset is bound by, or has any further liability or obligation under, any Seller Financing Arrangement; (xvii) the Parties shall execute and deliver a pricing letter agreement in substantially the form attached as Exhibit J hereto (the “Pricing Letter Agreement”); (xviii) GB Ltd. shall deliver, or cause to be delivered, to Buyer the various certificates, instruments and documents required to be delivered under Section 6.2; (xix) Buyer shall deliver, or cause to be delivered, to Sellers the various certificates, instruments and documents required to be delivered under Section 6.3; and (xx) the Parties shall execute and deliver to each other a cross-receipt evidencing the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver transactions referred to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9above.

Actions at the Closing. At the Closing: (i) Seller and ▇shall deliver to Buyer an executed ▇▇▇▇ of Sale and Trademark Assignment Agreement and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets; (ii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assumption by Buyer of the Assumed Liabilities; (iii) Buyer shall pay to Seller by wire transfer or other delivery of immediately available funds the cash consideration set forth in Section 1.2(a)(i) above; (iv) Buyer shall deliver to Seller a Security Agreement related to the security interest of Seller in the Equipment in the form attached hereto as Exhibit G3 (the "Non-Purchase Money Security Agreement" and, together with the Purchase Money Security Agreements, the "Security Agreements") and such UCC financing statements as may be required by Seller to perfect security interests granted to Seller pursuant to the Non-Purchase Money Security Agreement, in such form as prepared by Seller (together with the Purchase Money Financing Statements, the "Financing Statements"); (v) Buyer shall deliver to Seller the Promissory Notes (together with the Security Agreements and the Financing Statements, the "Financing Documents"); (vi) Seller shall deliver to Buyer, or otherwise provide Buyer access to and control of, all of the Acquired Assets of a tangible nature; (vii) Buyer shall furnish to Seller, in proper form as presented by Seller, all resale, exempt use or other certificates as may be applicable to the transactions contemplated by this Agreement; (viii) Buyer and Seller shall enter (or Seller shall cause Parent to enter) into the following ancillary agreements: (A) IP Agreement; (B) Trademark Agreement; (C) Transition Services Agreement in the form attached hereto as Exhibit H; (D) Loaned Employee Agreement in the form attached hereto as Exhibit I ("Loaned Employee Agreement"); (E) Supply Agreement in the form attached hereto as Exhibit J; (F) Subcontracting Agreement in the form attached hereto as Exhibit K; (G) Interoperability Agreement in the form attached hereto as Exhibit L; (H) Equipment Lease Agreement in the form attached hereto as Exhibit M; and (I) Real Estate Sublease in the form attached hereto as Exhibit N (the agreements set forth in this Section 1.3(b)(viii) are sometimes referred to herein as the "Ancillary Agreements"); (ix) Buyer and Seller shall execute and deliver to each other a bill cross-receipt evidencing the purchase and sale of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit A;Acquired Assets; and (iix) Each of Seller and Buyer shall execute and deliver provide an officer's certificate to each the other Party, certifying (A) a lease assignment that the attached certificate of incorporation of such Party is true and assumption agreement (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and correct; (B) a sublease agreement that the attached bylaws of such Party are true and correct; (C) that the “Sublease Agreement”) in attached resolutions of the form attached hereto as Exhibit B-2 assigning a sublease interest in board of directors of such Party authorizing the leased real property described therein transactions contemplated by this Agreement are true and in any structurescorrect and have not been repealed, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Pollamended or modified, and Buyer shall issue Seller (D) that the Convertible Notes in accordance therewith; (vi) Seller signature of the authorized officer set forth on such certificate is true and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9correct.

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, agreements and ▇▇▇▇▇ shall execute and deliver documents required to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit Abe delivered under Section 5.1; (ii) Seller and the Buyer shall execute deliver (or cause to be delivered) to the Sellers the various certificates, instruments, agreements and deliver documents required to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”)be delivered under Section 5.2; (iii) Seller and Buyer the Sellers shall execute and deliver to each other a license agreement (the “License Agreement”) B▇▇▇ of Sale in substantially the form attached hereto as Exhibit C; (iv) each Seller and Buyer owning registered trademarks included in the Acquired Assets shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) Trademark Assignment in substantially the form attached hereto as Exhibit D; (v) each Seller and owning registered copyrights included in the Buyer Parties Acquired Assets shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes a Copyright Assignment in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in substantially the form attached hereto as Exhibit E; (viivi) Seller and the Buyer Parent shall execute and deliver to each other Seller an Assumption Agreement in substantially the guaranty agreement form attached hereto as Exhibit F; (vii) the “Guaranty Agreement”) Buyer and each of B▇▇▇▇ ▇▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇ shall execute and deliver to one another a Consulting Agreement substantially in the form attached hereto as Exhibit G; andG (the “Consulting Agreements”); (viii) each Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession of such Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer; (ix) the Buyer shall pay to the Sellers Closing Cash and the Inventory Amount, by wire transfer of immediately available funds into one or more accounts designated by the Sellers as set forth on Schedule 1.2(a); (x) the Buyer shall deliver to the Sellers the Buyer Notes, along with an irrevocable unconditional and nontransferable Qualified Letter of Credit as security for the Unrestricted Notes in form attached hereto as Exhibit I; (xi) the Buyer and the Sellers shall deliver a mutually agreed upon mutual release of claims with respect to that certain Distributor Agreement between Hanny Magnetics (B.V.I) Ltd. and H▇▇▇▇▇ Radio of Florida, Inc., dated June 8, 1995, as amended, and that certain License Agreement between Hanny Magnetics Limited and H▇▇▇▇▇ Radio of Florida, Inc., dated as of September 1994, as amended; (xii) the Sellers shall deliver to Buyer a properly completed list of all open purchase orders as of the Closing Date; (xiii) the Sellers and duly executed IRS Form W-9the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets owned by the Sellers; and (xiv) the Sellers shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature owned by the Sellers.

Actions at the Closing. At the Closing: (i) the Seller and ▇▇▇▇▇ shall execute and deliver to each other the Buyer a bill stock transfer form in favor of sale the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer); (ii) the Seller shall execute and assignment and assumption agreement (the “Bill deliver a ▇▇▇▇ of Sale and Assignment and Assumption Agreement”) in substantially the form attached hereto as Exhibit A; (iiiii) Seller and the Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Seller an Assumption Agreement”) Agreement in substantially the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iiiiv) the Seller and the Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) Transition Services Agreement in substantially the form attached hereto as Exhibit C; (ivv) the Seller and the Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) Supply Agreement in substantially the form attached hereto as Exhibit D; (vvi) Seller and the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing; (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewithtransactions referred to above; (viviii) the Seller and Buyer Parent shall execute and deliver to each other the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto director and as Exhibit Esecretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex; (viiix) the Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇; (x) the “Guaranty Agreement”Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the form attached hereto Shares shall (subject to stamping) be approved; (B) such persons as Exhibit Gthe Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (viiixi) the Seller shall deliver to the Buyer a properly completed the statutory registers and duly executed IRS Form W-9minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) for the purposes of electronic filing with the Registrar of Companies of England and Wales.

Actions at the Closing. At the Closing: , (ia) Seller and ▇▇▇▇▇ Learning Curve shall execute and ----------------------- deliver to each other RCE the various documents, instruments, and certificates referred to in section 6.1 hereof, (b) RCE and the Acquisition Subsidiaries shall deliver to Learning Curve the various documents, instruments, and certificates referred to in section 6.2 hereof, (c) a bill certificate of sale and assignment and assumption agreement (merger for the “Bill Learning Curve Merger shall be filed with the office of Sale and Assignment and Assumption Agreement”) the Secretary of State of the State of Delaware in the form attached hereto as Exhibit A; A (iithe "Learning Curve Certificate of Merger"), (d) Seller and Buyer Learning Curve shall execute sell, assign, transfer, convey and deliver all of the LC SUB II Shares held by Learning Curve to each other (A) a lease assignment Sub II, free and assumption agreement clear of all Encumbrances, and Sub II shall purchase, acquire and accept from Learning Curve such LC SUB II Shares in exchange for the payment by Sub II to Learning Curve of the LC SUB II Stock Purchase Price (the “Lease Assignment "LC SUB II Stock Purchase"), (e) Learning Curve shall sell, assign, transfer, convey and Assumption Agreement”deliver all of the LC SUB III Shares to Sub III, free and clear of all Encumbrances, and Sub III shall purchase, acquire and accept from Learning Curve such LC SUB III Shares in exchange for the payment by Sub II to Learning Curve of the LC SUB III Stock Purchase Price (the "LC SUB III Stock Purchase"), (f) RCE shall deliver to the Exchange Agent certificates evidencing 666,667 RCE Shares to be issued pursuant to the Learning Curve Merger (the "Merger Shares") and cash in an amount sufficient to pay the aggregate Cash Consideration in the form attached hereto as Exhibit B-1 assigning a leasehold interest manner provided in section 2.8(a) hereof, (g) RCE will, on behalf of Learning Curve, cause all unpaid Learning Curve Debt under the leased real property described therein Credit Agreement and the Senior Sub Debt Agreements to be paid in any structures, improvements, buildings and facilities located full (subject to the receipt by RCE of payoff letters for all such Learning Curve Debt on such leased real property (or before the “GMP Facility”Closing Date) and (Bh) a sublease agreement (RCE shall, on behalf of Learning Curve, pay the “Sublease Agreement”HIT Payment as provided in section 2.10(c) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9hereof.

Actions at the Closing. At the Closing:, (a) the Parent and the ---------------------- Company shall deliver to the Buyer and the Merger Subsidiary the various certificates, instruments and documents referred to in Section 5.2, (b) the Buyer and the Merger Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Buyer shall file with the Secretary of State of the State of Delaware the Buyer Charter Amendment (as defined in Section 4.12), (d) the Company and the Merger Subsidiary shall immediately thereafter file with the Secretary of State of the State of Delaware the Certificate of Merger, (e) (i) Seller the Buyer shall deliver (A) to the Pre-Petition Agent, for the benefit of the Pre-Petition Lenders, immediately available funds equal to the excess of (x) $649,000,000 over (y) the Company Tower Sale Proceeds (as defined in Section 5.2(f)), (B) to the Company immediately available funds when and ▇▇▇▇▇ shall execute as required in amounts sufficient to pay allowed administrative and deliver priority claims and expenses of the Debtors, whether allowed prior to each or after the Effective Time, as set forth in the Amended Plan (collectively, the "Plan Cash") and (C) to a bank trust company or other a bill of sale entity reasonably satisfactory to the Company and assignment and assumption agreement the Buyer appointed by the Buyer to act as the exchange agent (the “Bill "Exchange Agent") pursuant to Section 1.6(a), certificates representing an aggregate number of Sale and Assignment and Assumption Agreement”) shares of Buyer Common Stock determined in accordance with the form pricing mechanism set forth in Schedule II attached hereto (the "Plan Shares") to be distributed as Exhibit A; contemplated by Section 1.6(b), (ii) Seller the Buyer shall issue the Buyer Common -------------- Stock (and Buyer Class B Common Stock, if applicable) and, if a Rights Offering Adjustment shall execute and deliver to each other not have occurred, (A) a lease assignment and assumption agreement (Buyer Warrants purchased through the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) exercise of Rights and (B) a sublease agreement (Buyer Warrants purchased by or otherwise issued to the “Sublease Agreement”) Standby Purchasers in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively connection with the GMP FacilityStandby Purchase Commitments, the “Leased Real Property”); and (iii) Seller and Buyer if a Rights Offering Adjustment shall execute and deliver to each other a license agreement (have occurred, the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent Common Stock purchased through the exercise of the Stockholder Rights and, to the extent such Stockholder Rights are not exercised, the Buyer shall execute and deliver to each other a registration rights agreement (issue the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9Participation Warrants.

Actions at the Closing. At the Closing: : (i) Seller and ▇▇▇▇▇ IEP shall execute issue and deliver to each other Contributing Party a bill certificate or certificates representing the Exchange Units to be received by such Contributing Party pursuant to Section 1.2, or, in the case of sale 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 assignment and assumption agreement Arnos Corp. (the “Bill of Sale and Lender”) shall enter into an Assignment and Assumption Agreement”, in a form reasonably acceptable to IEP and the Lender, for the assignment by Lender, and assumption by Icahn Enterprises Holdings L.P., of all of Lender’s rights and obligations under the Viskase Loan and Security Agreement; (v) in pursuant to Section 5.1 of the form attached hereto as Exhibit A; (ii) Seller and Buyer IEP Registration Rights Agreement, each Contributing Party shall execute and deliver to each other (A) a lease assignment and assumption agreement IEP an executed signature page to the IEP Registration Rights Agreement (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real PropertyIEP Registration Rights Joinder”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; ; (vi) Seller and Buyer Parent IEP shall execute and deliver to each other a registration rights agreement (acknowledge, by signing the “IEP Registration Rights Agreement”) in Joinder, that, as a result of the form attached hereto as Exhibit E; 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) Seller IEP shall deliver or cause to be delivered to the Contributing Parties evidence that the NYSE has approved the Exchange Units for listing, subject only to official notice of issuance, in form and Buyer Parent shall execute substance reasonably acceptable to Contributing Parties; and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller Beckton shall deliver cause IEGP to Buyer make such contribution to IEP as is necessary for IEGP to maintain a properly completed and duly executed IRS Form W-91% general partnership interest in IEP.

Actions at the Closing. At the Closing: (i) the Seller shall execute and ▇▇deliver the Bill of Sale attached hereto as EXHIBIT A; (ii) ▇▇▇ Seller shall execute and deliver the Trademark Assignment attached hereto as EXHIBIT B; (iii) the Seller shall execute and deliver a Copyright Assignment attached hereto as EXHIBIT C; (iv) the Seller shall execute and deliver a Patent Assignment attached hereto as EXHIBIT D; (v) the Acterna Corporation and the Buyer shall execute and deliver the Sublease attached hereto as EXHIBIT E; (vi) the Seller, the Buyer and the escrow agent shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT F; (vii) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of good and valid ownership of the Acquired Assets owned by the Seller; (viii) the Seller and the Buyer shall execute and deliver to the Seller the Assignment and Assumption Agreement attached hereto as EXHIBIT G; (ix) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (x) the Buyer and the Seller shall execute and deliver an Interoperability Agreement whereby the Parties shall agree to maintain the interoperability between the status and performance monitoring products of the Business acquired by the Buyer hereunder and the Seller's return path monitoring products, for a period of not less than two (2) years from the Closing Date, in substantially the form attached hereto as EXHIBIT H; (xi) the Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer; (xii) the Buyer shall (A) pay to the Seller Thirteen Million Eight Hundred Thousand U.S. Dollars ($13,800,000) in cash by wire transfer of immediately available funds into an account designated by the Seller; and (B) deposit Five Hundred Thousand U.S. Dollars ($500,000) of the Purchase Price with the escrow agent under and pursuant to the Escrow Agreement; (xiii) subject to SECTION 1.6 hereof, the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, (A) all of the Acquired Assets of a tangible nature free and clear of all Security Interests; and (B) the original execution copies, if available or required by applicable Laws, or copies of all of the Acquired Assets that are embodied in writing; (xiv) the Seller shall deliver (or cause to be delivered) to the Buyer the following certificates, instruments and documents: (A) all Third Party Consents listed on SCHEDULE 2.11(b) of the Disclosure Schedule, other than Third Party Consents that are Deferred Items subject to SECTION 1.6; (B) releases of all Security Interests on the Acquired Assets; (C) a certificate dated as of a date not earlier than seven (7) days prior to the date hereof as to the good standing of the Seller, and evidence of payment of all Taxes by the Seller, in the State of Delaware and in jurisdictions where the Business is conducted; (D) a legal opinion from the Seller's General Counsel attached hereto as EXHIBIT I; (E) a certificate of the Secretary or another executive officer of the Seller certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing; and (F) the Legal Permits required for the operation of the Business, all of which shall have been validly transferred to Buyer, other than Legal Permits that are Deferred Items subject to SECTION 1.6. (xv) the Parties shall have delivered to each other copies of all registrations, filings and notices with or to Governmental Entities in connection with the transactions contemplated hereby (the "GOVERNMENTAL FILINGS"), all of which Governmental Filings are listed in SECTION 1.5(b)(xvii) of the Disclosure Schedule, other than Governmental Filings that are Deferred Items subject to SECTION 1.6. (xvi) the Parties shall execute and deliver to each other a bill of sale cross-receipt evidencing the transactions referred to above. The agreements and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) instruments referred to in the form attached hereto as Exhibit A; (ii) Seller and Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); clauses (iii) Seller and Buyer shall execute and deliver through (xvi) above are referred to each other a license agreement (herein as the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9"ANCILLARY AGREEMENTS."

Actions at the Closing. At the Closing: (i) the Seller and ▇▇▇▇▇ shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit ASeller Certificate; (ii) the Buyer shall deliver the Buyer Certificate; (iii) the Seller and Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) ▇▇▇▇ of Sale in substantially the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP FacilitySeller ▇▇▇▇ of Sale”); (iv) the Seller Affiliate shall execute and (B) deliver a sublease agreement (the “Sublease Agreement”) ▇▇▇▇ of Sale in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real PropertyAffiliate ▇▇▇▇ of Sale”); (iiiv) Seller and the Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) Seller an Assignment and Assumption Agreement in the form attached hereto as Exhibit CC (the “Assignment and Assumption Agreement”); (ivvi) the Buyer and the Seller and Buyer shall execute and deliver to each other a transition services agreement Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”); (vii) the Buyer and the Seller shall execute and deliver (A) a Gateway Sublease Agreement in the form attached hereto as Exhibit DE (the “Gateway Sublease Agreement”) or (B) such other agreement for the purposes of documenting the alternative to the Gateway Sublease Agreement contemplated by Section 5.2(i)(B); (vviii) Seller to the extent there are any Non-Consenting Sponsors or Terminating Sponsors as of the Closing, the Buyer and the Buyer Parties Seller shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes a MAPSA Subcontracting Agreement in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in substantially the form attached hereto as Exhibit EF (the “MAPSA Subcontracting Agreement”); (viiix) the Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement Buyer a certificate as to the non-foreign status of the Seller, dated as of the Closing Date, complying with the requirements of Treasury Regulation Section 1.1445-2(b)(2); (A) the “Guaranty Agreement”) Buyer and Pruco shall execute and deliver the Pruco Contract in substantially the form attached hereto as Exhibit GG-1 and (B) the Seller and Pruco shall execute and deliver a termination agreement in substantially the form attached hereto as Exhibit G-2 (the “Pruco/PI Termination Agreement); (xi) the Buyer shall pay to the Seller the Closing Date Adjusted Purchase Price in cash by wire transfer of immediately available funds into an account designated by the Seller; and (viiixii) the Seller shall deliver cause to Buyer be filed such documents as are necessary to change the name of the Canadian Subsidiary to a properly completed and duly executed IRS Form W-9name chosen by the Seller that does not include the phrase “Wealth Management Solutions” or “WMS”.

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 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) Seller shall deliver to Buyer an executed ▇▇▇▇ of Sale in substantially the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”); (iv) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”); (v) The Parties shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) Patent License Agreement in substantially the form attached hereto as Exhibit AE (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (iivi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall execute and deliver to each Seller an executed Assumption Agreement and such other (A) a lease instruments as Seller may reasonably request in order to effect the assignment and assumption agreement by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the “Lease Assignment and Assumption Agreement”Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property F (the “GMP FacilityNon-Competition Agreement”); (x) and (BSeller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iiixi) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) Transition Services Agreement in substantially the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement G (the “Transition Services Agreement”) in the form attached hereto as Exhibit D); (vxii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and the other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer Parties shall execute may reasonably request to convey, assign, transfer and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) such equity interests in the form attached hereto as Exhibit E; (vii) Seller Transferred Subsidiaries free and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit Gclear of Encumbrances; and (viiixiii) Buyer shall pay to Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9the Purchase Price in accordance with Section 1.2(b).