Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At Upon the terms and subject to the conditions of this Agreement, in order to consummate the transactions contemplated in this Agreement, at the Closing, the Ceding Company shall deliver execute, or cause the applicable Person (other than Ceding Company) to be delivered execute, and deliver to the Purchaser Reinsurer the following: (i) a certificate representing 10,000 Shares registered in the name of the PurchaserAdministrative Services Agreement; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing DateTransition Services Agreement; (iii) the Series B Preferred Stock Registration Rights Trademark License Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the CompanySoftware License Agreement; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and AlkestTrust Agreement; (vi) the Voting Agreement Amendmentevidence of receipt of all consents, duly executed by the Companyif any, PSSMF and Alkestidentified on Schedule 2.4; (vii) the legal opinion a certificate of Company Counsela senior officer of Ceding Company, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel dated as of the Company Closing, confirming that (A) the person signing such certificate is familiar with the provisions of this Agreement and (B) the conditions specified in the form of Exhibit F-2, executed by such counselSection 8.2(a) have been satisfied; (viii) a certificate of a senior financial officer of Ceding Company, dated as of the Closing, confirming that the Closing Date Business Statement of Assets and signed by Liabilities has been prepared in accordance with the Chief Executive Officer provisions of the Company certifying that no Bankruptcy Event this Agreement (as such term is defined in the Series B Certificate of Designations) has occurredincluding Section 1.4 hereof); (ix) a certificate of the Secretary secretary or assistant secretary of the Ceding Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters items specified in connection with the Transaction Documents to which the Company is a party and the TransactionsSection 8.2(c); (x) a cash fee certificate of a qualified actuary of Ceding Company regarding the items specified in the amount of $100,000;Section 8.2(e); and (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested deliveries due at Closing as contemplated by the Purchaser or Purchaser Counselthis Agreement. (b) At Upon the terms and subject to the conditions of this Agreement, in order to consummate the transactions contemplated in this Agreement, at the Closing, the Purchaser or an authorized officer thereof Reinsurer shall deliver execute, or cause the applicable Person (other than Reinsurer) to be delivered execute, and deliver to the Ceding Company the following: : (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and Administrative Services Agreement; (ii) each Transaction Document the Transition Services Agreement; (including iii) the Series B Preferred Stock Registration Rights Trademark License Agreement; (iv) the Software License Agreement; (v) the Trust Agreement; (vi) evidence of receipt of all consents, if any, identified on Schedule 3.4; (vii) a certificate of a senior officer of Reinsurer, dated as of the Series A Holders ConsentClosing, confirming that (A) the Stockholders’ person signing such certificate is familiar with the provisions of this Agreement Supplement and (B) the Voting conditions specified in Section 8.3(a) have been satisfied; and (viii) a certificate of the secretary or assistant secretary of Reinsurer, dated as of the Closing Date, as to items specified in Section 8.3(c); (ix) any other deliveries due at Closing as contemplated by this Agreement. (c) At Closing, Ceding Company shall provide the documents described in Section 8.2, Reinsurer shall provide the documents described in Section 8.3 and there shall be executed and delivered such other agreements, instruments and documents as are required under this Agreement Amendment) to which the Purchaser is a signatory, duly be executed and delivered by the PurchaserCeding Company and Reinsurer.

Closing Deliveries. At or prior to the Closing on the Closing Date: (a) At the Closing, the Company Ski Holdings shall deliver or cause to be delivered to the Purchaser the followingGT Acquisition: (i) a certificate representing 10,000 Shares registered in all such bills of sale, deeds, assignments and other documents and instruments of sale, assignment, conveyance and transfer, as GT Acquisition or its counsel may deem necessary or desirable to effect the name transfer of the PurchaserPurchased Assets to GT Acquisition; (ii) evidence that certified copies of the Series B resolutions of the Board of Directors of Ski Holdings, approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement, all in accordance with its Certificate of Designations has been filed with Incorporation and By-laws; (iii) certificates of the Secretaries of State of the State of Delaware and the State of Wyoming as to the Targhee Corp Mergers; (iv) certificates of the Secretary of State of the State of Delaware and become effective on or prior as to the Closing Datelegal existence and good standing of Ski Holdings; (v) a certificate of non-foreign status in the form set forth in the U.S. Treasury Regulations; (vi) schedules of accounts payable of Targhee Corp and its Subsidiaries, including accounts payable of Ski Holdings allocable to Targhee Corp, as at February 18, 2000 for Targhee Corp and its Subsidiaries and as at February 21, 2000 for Ski Holdings, in each case reflecting the aging of such accounts; and (vii) such other documents to be delivered by Targhee Corp and Ski Holdings hereunder or as GT Acquisition or its counsel may reasonably request to carry out the purposes of this Agreement. (b) GT Acquisition shall deliver to Ski Holdings: (i) the payment to be delivered by GT Acquisition pursuant to Section 2.04 of this Agreement; (ii) an assumption agreement pursuant to which GT Acquisition assumes the Assumed Liabilities (the "Assumption Agreement"); (iii) certified copies of a written consent of the Series B Preferred Stock Registration Rights sole Member of GT Acquisition approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement, duly executed by the Companyall in accordance with its certificate of formation and its limited liability company agreement; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered by GT Acquisition hereunder or as Ski Holdings or its counsel may reasonably request to carry out the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights purposes of this Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At or prior to the Closing, the Company Sellers shall deliver or cause to be delivered to the Purchaser the followingBuyer: (i) a certificate representing 10,000 Shares registered in the name of the PurchaserPurchased Assets; (ii) evidence that the Series B Certificate of Designations has been filed Sellers have, at the Sellers’ expense and without cost or other adverse consequence to the Buyer, sent all notices, made all filings and obtained all Consents (except for Consents under Third Party Agreements) and Orders required in connection with the Secretary execution and delivery of State this Agreement or the consummation of the State transactions contemplated hereby; (iii) all Ancillary Agreements to which any Seller is a party, dated the Closing Date and duly executed by such Seller; (iv) evidence of Delaware the acceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, including each of the individuals named by the Buyer in writing and become effective delivered to the Sellers on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Companydate hereof; (v) the Stockholders’ Agreement Supplement, duly restrictive covenant and work made for hire agreements executed by PSSMF each Transferred Employee in form and Alkestsubstance reasonably satisfactory to the Buyer; (vi) an opinion of counsel to the Voting Agreement AmendmentSellers, duly executed by dated the CompanyClosing Date, PSSMF and Alkestsubstantially in the form of Exhibit A; (vii) a certificate dated the legal opinion Closing Date executed by the President or other authorized officer of Company Counsel, each Seller certifying as to the satisfaction of each of the conditions set forth in Article VI substantially in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselB; (viii) a certificate dated as of the Closing Date and signed executed by the Chief Executive Officer Secretary of each Seller certifying as to the Company certifying that no Bankruptcy Event (as such term is defined director, stockholder and other resolutions authorizing the Transaction Documents substantially in the Series B Certificate form of Designations) has occurredExhibit C; (ix) a certificate of the Secretary of the Company, good standing certificates for each Seller dated as of within ten (10) days prior to the Closing Date, certifying as to: (A) the signatures and titles Date from its jurisdiction of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionsorganization; (x) a cash fee in evidence of the amount release of $100,000all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Company shall have delivered evidence reasonably satisfactory Sellers pursuant to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser;Section 6.3; and (xii) such other agreements, certificates, instruments and documents as the Company shall have delivered Buyer may reasonably request in order to fully consummate the Purchaser a letter confirming its intention to seek approval transactions contemplated by and carry out the purposes and intent of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselthis Agreement. (b) At or prior to the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company the following: Sellers: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, Closing Payment by wire transfer to an account designated in writing by the Company for such purpose; and Sellers’ Account; (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) all Ancillary Agreements to which the Purchaser Buyer is a signatoryparty, dated the Closing Date and duly executed by the PurchaserBuyer; (iii) a certificate dated the Closing Date executed by the President or other authorized officer of the Buyer certifying as to the satisfaction of each of the conditions set forth in Article VII substantially in the form of Exhibit D; (iv) a certificate dated the Closing Date executed by the Secretary of the Buyer certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit E; and (v) such other agreements, certificates, instruments and documents as the Sellers may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) The Purchaser shall have received a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of from the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers signed by an executive officer of the Company executing each in such capacity, certifying as to the satisfaction of the Transaction Documents to which the Company is a party; conditions specified in Sections 7.3(a), 7.3(b) and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions;7.3(c) (xii) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the The Company shall have delivered to the Purchaser a letter confirming certificate from its intention secretary certifying as to seek approval (A) copies of the Series A Amendment Company’s Governing Documents as in effect as of the Closing Date, (as such term B) the resolutions of the Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is defined in a party or by which it is bound, and the Series A Holders Consentconsummation of the transactions contemplated hereby and thereby, and (C) as soon as it may practically do so; and (xiii) the incumbency of officers authorized to execute this Agreement or any other documents reasonably requested by Ancillary Document to which the Purchaser Company is or Purchaser Counselis required to be a party or otherwise bound. (biii) At the Closing, the Purchaser or an authorized officer thereof The Company shall deliver or cause to be have delivered to the Company the following: Purchaser a good standing certificate (ior similar documents applicable for such jurisdictions) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by for the Company for such purpose; and certified as of a date no later than thirty (ii30) each Transaction Document days prior to the Closing Date from the proper Governmental Authority of the Company’s jurisdiction of organization. (including iv) The Purchaser shall have received a copy of the Series B Preferred Stock Registration Rights Escrow Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Stockholder Representative and the Escrow Agent. (v) The Exchange Agent shall have received from each Company Stockholder: (A) the Company Certificates representing the Company Stock (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to the Purchaser and Exchange Agent), (B) a properly completed and duly executed Letter of Transmittal, and (C) such other documents and executed instruments of transfer in respect of the Company Stock as may be reasonably requested by the Exchange Agent and in form reasonably acceptable for transfer on the books of the Company. (vi) The Purchaser shall have received duly executed written resolutions of the board of directors of the Company, in the agreed form, approving: the Merger, Merger Agreement and the transactions contemplated thereby. (vii) The Purchaser shall have received written resignations, effective as of the Closing, of each of the directors and officers of the Company as requested by the Purchaser prior to the Closing. (viii) The Purchaser shall have received evidence reasonably acceptable to the Purchaser that (i) the Company Notes and all other issued or outstanding convertible securities of the Company or commitments therefor, including without limitation the ▇▇▇▇▇▇ Bay Notes, the ▇▇▇▇▇▇ Bay Warrants and all other Company Notes and Company Warrants shall have been terminated, extinguished and cancelled in full. (ix) The Purchaser shall have received evidence reasonably acceptable to the Purchaser, including payoff letters, that all outstanding Indebtedness of the Company (other than the Convertible Notes terminated pursuant to Section 7.3(d)(viii) above) shall be repaid or otherwise extinguished.

Closing Deliveries. (a) At On the ClosingClosing Date, the Company shall will deliver or cause to be delivered to the Purchaser the followingeach Buyer: (iA) the items required to be delivered to Buyer pursuant to Section 8, duly executed by the Company where so required, (B) certificates representing the applicable Debenture and Warrant, (C) a certificate ("CLOSING CERTIFICATE") signed by its chief executive officer or chief financial officer (1) representing 10,000 Shares the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the applicable Closing Date, as if such representations and warranties were made and given on all such dates, (2) adopting the covenants and conditions set forth in this Agreement in relation to the applicable Debenture and Warrants, (3) representing the timely compliance by the Company with the Company's registration requirements set forth in the Registration Rights Agreement, and (4) certifying that an Event of Default has not occurred, (D) a legal opinion in substantially the form of Exhibit E attached hereto in relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents ("CLOSING LEGAL OPINION"), (E) a Debenture with a principal amount equal to such Buyer’s Original Principal Amount, registered in the name of the Purchaser;such Buyer, (iiF) evidence that a Warrant registered in the Series B Certificate name of Designations has been filed with the Secretary such Buyer to purchase up to a number of State shares of the State of Delaware and become effective on or prior Common Stock equal to the Closing Date;Warrant Amount (as defined in Section 1(b)(v)) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(v)) subject to adjustment therein, (iiiG) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company CounselLimited Standstill Agreements, in the form of Exhibit F-1F hereto, duly executed by such counsel and the legal opinion of in-house counsel each of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event Designated Insiders (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of Section 4(r)). On the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company the following: : (iA) this Securities Purchase Agreement and the Aggregate Registration Rights Agreement duly executed by such Buyer, (B) funds in the amount of such Buyer’s applicable Purchase Price, in U.S. Dollars and in immediately available funds, Price by wire transfer to an the account designated as specified in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserCompany.

Closing Deliveries. (a) At the Closing, the Sellers and the Company shall deliver have delivered or cause to be delivered to the Purchaser the followingIssuer: (i) a certificate representing 10,000 share transfer form from each Seller as necessary to transfer title to the Shares registered in owned by such Seller to the name of the PurchaserAcquisition Vehicle, executed by such Seller; (ii) evidence a certificate, duly completed and executed pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Treasury Regulations, issued by the Sellers certifying that the Series B Certificate of Designations has been filed with Shares are not United States real property interests (the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date;“FIRPTA Certificate”); and (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the StockholdersShareholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1H (the “Stockholders’ Agreement”), executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselSeller. (b) At the Closing, the Purchaser Issuer has delivered or an authorized officer thereof shall deliver or cause caused to be delivered to the Company Sellers or the following: Investor, as applicable: (i) an official, file-stamped copy of the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing Issuer Charter issued by the Company for such purpose; Secretary of State of Delaware and dated not more than one Business Day prior to the Effective Date; (ii) a “Certificate of Registration of a Company” issued by the Australian Securities and Investments Commission (“ASIC”) and a current and historical ASIC company extract (such extract to be dated no earlier than 2 days prior to the Effective Date), for each Transaction Document of the Intermediate Holding Company and the Acquisition Vehicle; (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, iii) the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserIssuer and the Investor; (iv) the Seller Notes, each executed by the Acquisition Vehicle; (v) the Guaranty executed by the Issuer; (vi) the Pledge Agreement executed by the Acquisition Vehicle; (vii) the Promotion Agreement in the form attached hereto as Exhibit I (the “Promotion Agreement”) executed by the Issuer and ▇▇▇▇ ▇▇▇▇▇▇▇▇; (viii) stock certificates evidencing the issuance by the Issuer to the Sellers of the Common Stock Consideration as set forth on Schedule 2.6(b)(viii); and (ix) stock certificates evidencing the issuance by the Issuer to the Investor of the Initial Minority Shares.

Closing Deliveries. (a) At Unless waived in writing by CBA, Pubco and Parent shall have delivered, at or before the Closing, to CBA, the Company following documents, each of which shall deliver or cause to be delivered to the Purchaser the followingin full force and effect at Closing: (i1) the certificate of merger for the First Merger, duly executed by First Merger Sub and Pubco; (2) evidence in a form reasonably satisfactory to CBA that the consents, approvals, waivers and notices set forth on Schedule 8.3(d) shall have been obtained or given, as applicable; (3) a certificate representing 10,000 Shares registered in the name of the Purchasersecretary of Pubco certifying that attached thereto are true and complete copies of all resolutions adopted by the Pubco Board authorizing the execution, delivery and performance of this Agreement and the other transaction documents to which Pubco is a party and the consummation of the transactions contemplated hereby and thereby, including the Pubco Recommendation, and all such resolutions are in full force and effect and are all the resolutions adopted by the Pubco Board in connection with the transactions contemplated hereby; (ii4) evidence a certificate of the secretary of Parent certifying that attached thereto are true and complete copies of all resolutions adopted by the Series B Certificate Board of Designations has been filed Directors of Parent authorizing the execution, delivery and performance of this Agreement and the other transaction documents to which Parent is a party and the consummation of the transactions contemplated hereby and thereby, and all such resolutions are in full force and effect and are all the resolutions adopted by the Board of Directors of Parent in connection with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Datetransactions contemplated hereby; (iii5) a certificate of the secretary of Pubco certifying that the conditions set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c) have been satisfied; (6) the Series B Preferred Stock Registration Rights Articles of Incorporation of Pubco, certified within ten (10) Business Days prior to Closing by the secretary of state of the state of Nevada, and a good standing certificate from the secretary of state of the state of Nevada, dated within ten (10) Business Days of Closing; (7) the Stockholder Agreement, duly executed by the CompanyParent; (iv) 8) the Series A Holders ConsentVoting Agreement, duly executed by Plainfield, Alkest Parent and the Companyshareholders set forth on Schedule 1.1; (v9) the Stockholders’ Agreement SupplementA&R Certificate of Incorporation, duly executed by PSSMF Parent and Alkestfiled with the Delaware Secretary of State, and the A&R Bylaws, each of which shall have been adopted by Parent’s Board of Directors; (vi10) a notice to the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company CounselInternal Revenue Service, in accordance with the form requirements of Exhibit F-1Treasury Regulations § 1.897-2(h)(2), executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed executed by Pubco, together with written authorization for the Chief Executive Officer Parent to deliver such notice to the Internal Revenue Service on behalf of Pubco after the Closing, and a certification that the shares of Pubco Common Stock are not “United States real property interests” as defined in Section 897(c) of the Company certifying that no Bankruptcy Event Code prepared in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code (as such term is defined in a form reasonably acceptable to CBA for purposes of satisfying the Series B Certificate Parent’s obligations under Treasury Regulations § 1.1445-2(c)(3)), in each case, validly executed by a duly authorized officer of Designations) has occurredPubco; (ix11) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures Pubco and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company its Subsidiaries shall have delivered evidence reasonably satisfactory to CBA that they own (or otherwise possess) no more than four and 99/100 percent (4.99%) of the Purchaser voting interest, and no more than forty-nine and 99/100 percent (49.99%) of the economic interest, in and to ▇▇▇▇▇▇▇▇▇▇ Fund, L.P.; provided, however, that the Company has obtained amendments if, after using its reasonable best efforts Pubco reasonably and in good faith determines that this Section 8.3(d)(11) cannot be achieved, (collectivelyx) it shall notify CBA Member of such fact in writing, (y) upon receipt of such written notification by CBA, the “Facilities Amendments”condition to closing described in this paragraph shall be deemed satisfied, and (z) CBA Member shall purchase, at the Closing, all of Willow Oak Asset Management, LLC’s membership interest in ▇▇▇▇▇▇▇▇▇▇ Capital Management, LLC for a purchase price equal to certain provisions twenty five thousand dollars ($25,000) in cash (provided, that Willow Oak Asset Management, LLC shall have the continued right to receive forty five percent (45%) of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiarieseconomic interest held by ▇▇▇▇▇▇▇▇▇▇ Capital Management, the lenders named therein and Wachovia BankLLC in ▇▇▇▇▇▇▇▇▇▇ Fund, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”L.P.), and the Amended in connection with any such purchase, Pubco shall agree to indemnify and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Companydefend CBA Member for any third party claims arising from actions taken by Pubco or its Subsidiaries in connection with ▇▇▇▇▇▇▇▇▇▇ Fund, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory L.P. prior to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval consummation of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do sopurchase; and (xiii12) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized Each director and officer thereof shall deliver or cause to be delivered of Pubco as of immediately prior to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is Effective Time shall have delivered a signatory, duly executed by resignation substantially in the Purchaserform of Exhibit I hereto.

Closing Deliveries. (a) At the Closing, the Company Members’ Representative shall deliver deliver, or shall cause to be delivered delivered, to the Purchaser Parent the following: (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights AgreementMerger, duly executed by the Company; (ivii) the Series A Holders ConsentEscrow Agreement, duly executed by Plainfieldthe Members’ Representative; (iii) a certificate of good standing (or its equivalent) of the Company issued by the Secretary of State of the state of its organization, Alkest dated within ten (10) calendar days of the Closing Date and certificates of qualification to do business as a foreign limited liability company issued by the appropriate Governmental Authority of each state in which the nature of the Business or the ownership of assets in such state would require the Company to be qualified to do business in such state, each dated within ten (10) calendar days of the Closing; ​ ​ 4855-0363-3265.v2 (iv) evidence of termination of the Advisory Services, Reimbursement and Indemnification Agreement, dated May 30, 2014, by and between the Company, Catapult, NGP X US Holdings, L.P. and NGP Energy Technology Partners II, L.P. (the “Advisory Services Agreement”); (v) an IRS Form W-9 with respect to each Member receiving any Merger Consideration (or, if a Member is disregarded as an entity separate from another Person for U.S. federal income Tax purposes, such other Person), duly completed and executed by such Member; (vi) duly executed Payoff Letters in accordance with Section 1.7(b)(i); (vii) duly executed resignations of the officers and managers of the Company set forth on Schedule 1.9(a)(vii); (viii) a transition services agreement (the “Transition Services Agreement”), duly executed by Catapult and the Company; (vix) evidence of the Stockholders’ Agreement SupplementCompany’s receipt of Tail Coverage in accordance with Section 5.5(b); (x) restrictive covenant agreements (the “Restrictive Covenant Agreements”), duly executed by PSSMF and Alkesteach party thereto; (vixi) the Voting Agreement AmendmentFunds Flow Memorandum, duly executed by the Company, PSSMF Company and Alkestthe Members’ Representative; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viiixii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer an officer of the Company certifying that no Bankruptcy Event (as A) attached thereto are true and complete copies of (1) the resolutions adopted by the board of managers and the Members of the Company holding at least a majority of the Company Membership Interests authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (2) the Members of the Company holding at least a majority of the Company ‎Membership Interests have approved the Merger and adopted this Agreement, in accordance with the Act and the Charter Documents of the Company, and (B) all such term is defined resolutions are in full force and effect and are the Series B Certificate of Designations) has occurredresolutions adopted in connection with the transactions contemplated hereby and thereby; (ixxiii) a certificate of the Secretary authorized signatory of the Company, dated as of Company certifying the Closing Date, certifying as to: (A) the names and signatures and titles of the officers of the Company executing each of authorized to sign this Agreement, the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionsother documents to be delivered hereunder and thereunder; (xxiv) all third party consents, notices or approvals listed on Schedule 1.9(a)(xiv); ​ 4855-0363-3265.v2 (xv) the Transmittal Letters, duly executed by the Members of the Company holding at least a cash fee in majority of the amount of $100,000Company Membership Interests; (xixvi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectivelytaken all such action as is necessary to no longer be a participating employer in the Parent’s 401(k) retirement plan, the “Facilities Amendments”) to certain provisions effective as of the Amended day prior to the Closing Date; (xvii) evidence of termination of the Voting and Restated Credit Agreement among the Company Transfer Restriction Agreement, dated May 30, 2014, by and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia the Management Owners (as defined therein) and the certain other parties Members, and all related addendums thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xiixviii) evidence of assignment to Catapult of the Engagement Letter, by and between the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soand FMI Capital Advisors, Inc., dated October 30, 2018; and (xiiixix) any such other documents or instruments as Parent reasonably requested requests and are reasonably necessary to consummate the transactions contemplated by the Purchaser or Purchaser Counselthis Agreement. (b) At the Closing, the Purchaser Parent shall deliver, or an authorized officer thereof shall deliver or cause to be delivered delivered, to the Company the following: Members’ Representative: (i) the Aggregate Purchase Price, Closing Amount to the Paying Agent in U.S. Dollars accordance with Section 1.7(b)(iv) ‎ and the other amounts due at Closing set forth in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and Section 1.7(b)‎; (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatoryRestrictive Covenant Agreements, duly executed by ▇▇▇▇▇▇; (iii) the PurchaserEscrow Agreement, duly executed by ▇▇▇▇▇▇; (iv) a copy of the final R&W Policy which will be bound and effective on the Closing Date; (v) resolutions adopted by the requisite number of directors of Parent and the sole member of ▇▇▇▇▇▇ Sub authorizing and approving the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (vi) a certificate of the authorized signatory of each of the Parent and ▇▇▇▇▇▇ Sub certifying the names and signatures of the officers of the Parent and ▇▇▇▇▇▇ Sub authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (vii) the Funds Flow Memorandum, duly executed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub; and ​ 4855-0363-3265.v2 (viii) ‎such other documents or instruments as Members’ Representative reasonably ‎requests and are reasonably necessary to consummate the transactions ‎contemplated by this Agreement.

Closing Deliveries. (a) At Contemporaneously with the Closingexecution of this Agreement, the Company shall Seller will execute and deliver or cause to be delivered to the Purchaser the following: (i) a certificate representing 10,000 Shares registered bill ▇▇ sale for the tangible personal property included in the name Assets, in the form of the Purchaserattached EXHIBIT B; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State possession of the State Assets, free and clear of Delaware and become effective on all liens, encumbrances, interests or prior to the Closing Dateclaims of any nature whatsoever; (iii) the Series B Preferred Stock Registration Rights Agreementresolutions, duly executed certified by the Company; (iv) Secretary of Seller, of the Series A Holders Consent, duly executed by Plainfield, Alkest Board of Directors and the Company; (v) stockholders of Seller authorizing and approving the Stockholders’ execution, delivery and performance of this Agreement Supplementand each other agreement and instrument executed in connection herewith to which Seller is a party, duly executed by PSSMF including, without limitation, the Investor's Representations, Contribution Agreement and Alkest; (vi) Subscription Agreement relating to General Photonics, LLC, the Voting Limited Liability Company Agreement Amendmentof General Photonics, duly executed by the Company, PSSMF LLC and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel each of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event Related Agreements (as such term is defined in the Series B Certificate of Designations) has occurredsuch Limited Liability Company Agreement); (ixiv) a certificate duly executed originals of the Secretary Investor's Representations, Contribution Agreement and Subscription Agreement relating to General Photonics, LLC, the Limited Liability Company Agreement of the CompanyGeneral Photonics, dated as of the Closing Date, certifying as to: (A) the signatures LLC and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment Related Agreements (as such term is defined in such Limited Liability Company Agreement); (v) the Series A Holders Consent) opinion of Hackmyer & Nordlicht, counsel to Seller, dated as soon as it may practically do soof the date of the Closing, in form and substance reasonably satisfactory to Buyer; and (xiiivi) any other documents all previously undelivered documents, instruments and writings required to be delivered by Seller under this Agreement or reasonably requested by the Purchaser Buyer or Purchaser Counselits legal counsel in connection herewith. (b) At Contemporaneously with the execution of this Agreement, Buyer will execute and deliver the following: (i) immediately available funds in the amount of the estimated Purchase Price set forth in Section 1.3(b); (ii) resolutions, certified by the Secretary of Buyer, of the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and each other agreement and instrument executed in connection herewith to which Buyer is a party, including, without limitation, the Investor's Representations and Subscription Agreement relating to General Photonics, LLC, the Investor's Contribution Agreement relating to General Photonics, LLC, the Limited Liability Company Agreement of General Photonics, LLC and each of the Related Agreements (as such term is defined in such Limited Liability Company Agreement); (iii) duly executed originals of the Investor's Representations and Subscription Agreement relating to General Photonics, LLC, the Investor's Contribution Agreement relating to General Photonics, LLC, the Limited Liability Company Agreement of General Photonics, LLC and each of the Related Agreements (as such term is defined in such Limited Liability Company Agreement); (iv) the opinion of Robe▇▇ ▇. ▇▇▇▇▇▇, ▇▇neral counsel for Buyer, dated as of the date of the Closing, the Purchaser or an authorized officer thereof shall deliver or cause in form and substance reasonably satisfactory to Seller; and (v) all previously undelivered documents, instruments and writings required to be delivered to the Company the following: (i) the Aggregate Purchase Price, by Buyer under this Agreement or reasonably requested by Seller or its legal counsel in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaserconnection herewith.

Closing Deliveries. (ai) At or before the Closing, the Company shall will deliver (or cause to be delivered delivered) to the Purchaser the followingParent: (iA) a certificate representing 10,000 Shares registered in the name of the Purchaser;The Non-Competition Agreements. (iiB) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights AgreementA certificate, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying (i) the Certificate of Incorporation in effect as to: of immediately prior to the Closing, (ii) the Bylaws in effect as of immediately prior to the Closing, (iii) the resolutions of the board of directors of the Company unanimously (A) determining that this Agreement and the signatures and titles of Transactions are in the officers best interests of the Company executing each of the Transaction Documents to which and the Company is a party; and Stockholders, (B) resolutions approving and declaring advisable the execution, delivery and performance of this Agreement and the consummation of the Board authorizing Transactions, and approving all matters in connection with (C) directing that the Transaction Documents adoption of this Agreement be submitted to which the Company is a party Stockholders for consideration and recommending that the Company Stockholders adopt this Agreement and approve the Transactions; , and (x) a cash fee in the amount of $100,000; (xiiv) the Company shall have delivered evidence Stockholder Approval. (C) Duly executed copies of all third-party consents, assignments, authorizations, waivers, amendments, terminations, notices and other documents set forth in Schedule 2.2(b)(i)(C). (D) Evidence reasonably satisfactory to the Purchaser Parent that the Company has obtained amendments (collectivelyStockholders Agreement, the “Facilities Amendments”) to certain provisions of the Amended dated April 29, 2021, by and Restated Credit Agreement among the Company and its U.S. subsidiariesthe Company Stockholders party thereto has, contingent upon and effective immediately prior to the lenders named therein First Effective Time, been terminated. (E) A duly executed copy of the letter agreement, in the form attached hereto as Exhibit C, by and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the CompanyYoga International LLC, Wachovia Parent and Himalayan International Institute of Yoga Science and Philosophy of the other parties thereto, USA. (F) A certificate of good standing (or its equivalent) (x) for each as amended member of the Company Group from its state of organization and (collectively, y) from each state or jurisdiction in which the “Receivables Credit Facility”)Company Group is qualified to do business, in each case on terms reasonably satisfactory certifying as of a date no more than three (3) Business Days prior to the Purchaser; (xii) Closing Date that such member of the Company shall Group is in good standing and all applicable Taxes and fees of such member through such certification date have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselbeen paid. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, Sellers will deliver each of the Company shall deliver or cause following to be delivered to the Purchaser the followingBuyer: (i) a certificate representing 10,000 Shares registered in membership interest powers, each duly executed by the name of the Purchaserapplicable Contributor Seller; (ii) evidence a certificate of non-foreign status in a form that complies with Treasury Regulations Section 1.1445-2(b), duly executed by the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing DateContributor Sellers; (iii) the Series B Preferred Stock Registration Rights TSA, duly executed by Holdings; (iv) share transfer powers, duly executed by CH Ireland in respect of the Canadian Interests; (v) the Escrow Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and AlkestSellers; (vi) the Voting Agreement AmendmentSeller Release, duly executed by the Company, PSSMF and AlkestSellers; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, a certificate executed by such counsel and the legal opinion of in-house counsel Sellers, dated as of the Company Closing Date, stating that the conditions set forth in Sections 6.1(a) and 6.1(b) have been satisfied (the form of Exhibit F-2, executed by such counsel“Sellers Closing Certificate”); (viii) the articles of organization of each Seller and each Acquired Company, certified by the applicable jurisdiction of formation, and a certificate of good standing from each jurisdiction in which each Acquired Company is qualified to do business as a foreign entity, each dated as of within ten Business Days prior to the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredDate; (ix) a certificate of the Secretary of the Companyeach Seller (A) certifying, dated as complete and accurate as of the Closing DateClosing, certifying as to: (A) the signatures and titles attached copies of the officers operating agreement (or equivalent agreement) of the Company executing each of the Transaction Documents to which the Company is a party; and Seller, (B) certifying and attaching all requisite resolutions or actions of such Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionstransactions contemplated hereby; (x) a cash fee evidence reasonably acceptable to Buyer of the release of (i) all security interests held by Bank of America (the “Lender”) with respect to the Contributed Intellectual Property and/or Contributed Assets held by Holdings, as applicable, executed by the Lender and (ii) the lien on CH Canada held by Her Majesty in right of Ontario represented by the amount Minister of $100,000Finance (the “Minister of Finance”), executed by the Minister of Finance; (xi) a funds flow statement in the Company shall have delivered evidence reasonably satisfactory form mutually agreed to by Buyer and the Purchaser that the Company has obtained amendments Sellers (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“WachoviaFunds Flow Statement”), as administrative agent, as amended (executed by the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserSellers; (xii) an assignment of the registered Patents in the form attached hereto as Exhibit G, executed by the applicable Contributor Seller and the Company shall have delivered (the “Assignment of Patents”); (xiii) the Contribution Agreement, duly executed by the Contributor Sellers and the Company; (xiv) the Australian Restructuring Agreement, duly executed by CH Australia and Change Australia NewCo; (xv) to the Purchaser a letter confirming its intention to seek approval extent requested by Buyer, resignations effective as of the Series A Amendment Closing of each of the directors and officers of the Acquired Companies in their capacity as such, executed by such individuals; (as such term is defined in xvi) evidence reasonably acceptable to the Series A Holders Consent) as soon as it may practically do soBuyer that the Acquired Companies are the registrants for all of the Domain Names that are Owned Intellectual Property; and (xiiixvii) any such other documents deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and assignment as may reasonably be requested by Buyer, each in form reasonably satisfactory to Buyer, and executed by the Purchaser applicable Sellers or Purchaser Counseltheir Affiliates thereof. (b) At the Closing, the Purchaser or an authorized officer thereof shall Buyer will deliver or cause to be delivered to the Company each of the following: : (i) the Aggregate Purchase Price, in U.S. Dollars Rep & Warranty Insurer’s binder letter confirming coverage has been bound under the Rep & Warranty Policy and in immediately available funds, by wire transfer has been issued to an account designated in writing by the Company for such purpose; and Buyer; (ii) each Transaction Document the payments required to be made pursuant to Section 2.2(c) to the payees set forth in Section 2.2(c); (including iii) the Series B Preferred Stock Registration Rights Escrow Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement duly executed by Buyer and the Voting Agreement AmendmentEscrow Agent; (iv) to which the Purchaser is Seller Release, duly executed by Buyer and the Acquired Companies; (v) the TSA, duly executed by Buyer and the Acquired Companies; (vi) a signatorycertificate executed by a duly authorized representative of Buyer, dated as of the Closing Date, stating that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied (the “Buyer Closing Certificate”); and (vii) the Funds Flow Statement, duly executed by the PurchaserBuyer.

Closing Deliveries. (ai) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaser the followingPurchaser: (iA) a certificate representing 10,000 Shares registered of merger, signed on behalf of the Company, in accordance with the name of DGCL and in form reasonably satisfactory to the Purchaser; (iiB) evidence a release in the form of Exhibit A executed by the Persons set forth on Schedule III and the applicable Acquired Company (collectively, the “Releases”); (C) the Exchange Agent Agreement executed by the Holder Representative; (D) the Escrow Agreement executed by the Holder Representative; (E) a certificate, dated as of the Closing Date, executed by the Company in a form reasonably satisfactory to the Purchaser confirming the satisfaction of the conditions specified in Sections 7.1(a) and (b); (F) a statement conforming to the requirements of Section 1.897-2(h)(1)(i) of the United States Treasury Regulations dated as of the Closing Date certifying that the Series B Certificate of Designations Company Capital Stock is not (and has not been filed with at anytime during the Secretary of State five–year period ending on the Closing Date) a U.S. real property interest; (G) the notification to the IRS required under Section 1.897-2(h)(2) of the State United States Treasury Regulations; (H) resignations effective as of Delaware the Closing Date of each director and become effective on or officer of each Acquired Company as the Purchaser may have requested in writing prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ixI) a certificate of the Secretary or the Assistant Secretary of the Company, dated as of the Closing Date, certifying as in a form reasonably satisfactory to the Purchaser, attesting to: (Ai) the signatures and titles Governing Documents of each of the officers Acquired Companies, (ii) the resolutions of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing the execution and approving all matters in connection with delivery of this Agreement, the Transaction Documents Merger, the Ancillary Agreements to which the Company is a party and the Transactionsconsummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; and (iii) the incumbency and signature of each officer of the Company who has executed this Agreement or any Ancillary Agreement; (xJ) a cash fee in payoff letters with respect to all Indebtedness of the amount Acquired Companies owed to any third party for borrowed money, including any Indebtedness under that certain Amended and Restated Loan and Security Agreement between the Company and Silicon Valley Bank and that certain Lease Agreement, by and between the Company and De ▇▇▇▇ ▇▇▇▇▇▇ Financial Services, dated November 13, 2008, and termination statement, release and other appropriate evidence reasonably requested by the Purchaser to the effect that no Encumbrances against any of $100,000the Acquired Companies’ assets other than Permitted Encumbrances exist as of the Effective Time with respect to such Indebtedness; (xiK) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectivelyall original minute books, the “Facilities Amendments”) to certain provisions corporate seals and Equity Interest ownership records of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory Acquired Companies to the Purchaser; (xiiL) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval list of the Series A Amendment (as such term is defined any holders of actual Dissenting Shares described in the Series A Holders Consent) as soon as it may practically do soSection 3.3(c); and (xiiiM) any such other documents reasonably requested by documents, instruments and agreements as the Purchaser or Purchaser Counselreasonably requests for the purpose of consummating the transactions contemplated by this Agreement and the Ancillary Agreements. (bii) At the Closing, the Purchaser or an authorized officer thereof shall will deliver or cause to be delivered to the Company: (A) a certificate of merger, signed on behalf of the Merger Sub, in accordance with the DGCL and in form reasonably satisfactory to the Company; (B) the Exchange Agent Agreement executed by the Purchaser; (C) the Escrow Agreement executed by the Purchaser; (D) a certificate, dated as of the Closing Date, executed by the Purchaser in a form reasonably satisfactory to the Company confirming the following: satisfaction of the conditions specified in Sections 7.2(a) and (b); (E) a certificate of the Secretary or the Assistant Secretary of the Purchaser and the Merger Sub, dated the Closing Date, in a form reasonably satisfactory to the Company, attesting to (i) resolutions of the Aggregate Purchase Priceboards of directors of the Purchaser and the Merger Sub authorizing the execution and delivery of this Agreement, in U.S. Dollars the Merger, the Ancillary Agreements to which the Purchaser or the Merger Sub, as applicable, is a party and in immediately available fundsthe consummation of the transactions contemplated hereby and thereby, by wire transfer to an account designated in writing by and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Company for such purposeClosing Date; and (ii) the incumbency and signature of each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which officer of the Purchaser is a signatory, duly and Merger Sub who has executed this Agreement; (F) the Releases executed by the Purchaser.Purchaser and the Merger Sub; and

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) The Purchaser shall have received a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of from the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers signed by an executive officer of the Company executing each in such capacity, certifying as to the satisfaction of the Transaction Documents to which the Company is a party; conditions specified in Sections 7.3(a), 7.3(b) and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions;7.3(c) (xii) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the The Company shall have delivered to the Purchaser a letter confirming certificate from its intention secretary certifying as to seek approval (A) copies of the Series A Amendment Company’s Governing Documents as in effect as of the Closing Date, (as such term B) the resolutions of the Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is defined in a party or by which it is bound, and the Series A Holders Consentconsummation of the transactions contemplated hereby and thereby, and (C) as soon as it may practically do so; and (xiii) the incumbency of officers authorized to execute this Agreement or any other documents reasonably requested by Ancillary Document to which the Purchaser Company is or Purchaser Counselis required to be a party or otherwise bound. (biii) At the Closing, the Purchaser or an authorized officer thereof The Company shall deliver or cause to be have delivered to the Company the following: Purchaser a good standing certificate (ior similar documents applicable for such jurisdictions) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by for the Company for such purpose; and certified as of a date no later than thirty (ii30) each Transaction Document days prior to the Closing Date from the proper Governmental Authority of the Company’s jurisdiction of organization. (including iv) The Purchaser shall have received a copy of the Series B Preferred Stock Registration Rights Escrow Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Stockholder Representative and the Escrow Agent. (v) The Exchange Agent shall have received from each Company Stockholder: (A) the Company Certificates representing the Company Stock (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to the Purchaser and Exchange Agent), (B) a properly completed and duly executed Letter of Transmittal, and (C) such other documents and executed instruments of transfer in respect of the Company Stock as may be reasonably requested by the Exchange Agent and in form reasonably acceptable for transfer on the books of the Company. (vi) The Purchaser shall have received duly executed written resolutions of the board of directors of the Company, in the agreed form, approving: the Merger, Merger Agreement and the transactions contemplated thereby. (vii) The Purchaser shall have received written resignations, effective as of the Closing, of each of the directors and officers of the Company as requested by the Purchaser prior to the Closing. (viii) The Purchaser shall have received evidence reasonably acceptable to the Purchaser that (i) the Company Notes and all other issued or outstanding convertible securities of the Company or commitments therefor, including without limitation the H▇▇▇▇▇ Bay Notes, the H▇▇▇▇▇ Bay Warrants and all other Company Notes and Company Warrants shall have been terminated, extinguished and cancelled in full. (ix) The Purchaser shall have received evidence reasonably acceptable to the Purchaser, including payoff letters, that all outstanding Indebtedness of the Company (other than the Convertible Notes terminated pursuant to Section 7.3(d)(viii) above) shall be repaid or otherwise extinguished.

Closing Deliveries. (a) At On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser Purchasers the following: (i) a certificate representing 10,000 Shares registered in this Agreement, duly executed by the name of the PurchaserCompany; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior duly executed Irrevocable Transfer Agent Instructions acceptable to the Closing DateLead Investor acknowledged in writing by the Transfer Agent; (iii) the Series B Preferred Stock Registration Investor Rights Agreement, duly executed by the Company; (iv) one or more stock certificates, free and clear of all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Series A Holders ConsentShares subscribed for by each Purchaser listed on Annex A, duly executed by Plainfieldregistered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit D-2 hereto (the “Stock Certificates”), Alkest and with the Companyoriginal Stock Certificates delivered within five (5) Business Days of the Closing; (v) the Stockholders’ Agreement Supplementa Net Income Warrant, duly executed by PSSMF the Company and Alkestregistered in the name of each such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit D-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Net Income Warrant Shares as determined herein; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the a legal opinion of Company CounselPRC Counsel – Beijing DeHeng Law Office, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed in the form attached hereto as Exhibit E-1, which legal opinion shall include without limitation an opinion that based on the documents and the factual statements listed provided by Zhonghe Group in the Chief Executive Officer legal opinion, the Company PRC Counsel cannot find evidence that Kun Run HK had any affiliated relationships with the Company when Kun Run HK acquired accumulative 99.12% equity interests in the Company in 2008, and thus the approval by MOFCOM on the basis of an acquisition between affiliates is not required under the PRC Interim Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors in effect from September 8, 2006 (“Circular 10 of 2006”) executed by such counsel and addressed to the Company and a legal opinion of the Company’s special Nevada counsel and/or Company certifying that no Bankruptcy Event (as such term is defined counsel in the Series B Certificate of Designations) has occurred;form attached hereto as Exhibit E-2. (ixvii) a certificate of the Secretary of the CompanyCompany (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities and that such resolutions remain in full force and effect, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to: (A) to the signatures and titles authority of Persons signing the Transaction Documents and related documents on behalf of the officers Company, in the form attached hereto as Exhibit G; (viii) the Compliance Certificate referred to in Section 5.1(h); (ix) a certificate evidencing the formation and good standing of the Company executing each and issued by the office of the Transaction Documents to which the Company is a party; and (B) resolutions Secretary of State of the Board authorizing and approving all matters in connection with State of Nevada, as of a date within five (5) days of the Transaction Documents to which the Company is a party and the TransactionsClosing Date; (x) a cash fee in certificate evidencing the amount Company’s qualification as a foreign corporation issued by each state where the Company is qualified to do business as a foreign corporation, as of $100,000;a date within five (5) days of the Closing Date; and (xi) a certified copy of (i) the Company shall have delivered evidence reasonably satisfactory to Company’s current articles of incorporation, and any amendments thereto, as certified by the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions Secretary of State of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”)State of Nevada, as administrative agent, as amended of a date within ten (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii10) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval days of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselClosing Date. (b) At the On or prior to Closing, the each Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: , as applicable (the “Purchaser Deliverables”): (i) the Aggregate Purchase Pricethis Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount in U.S. Dollars United States dollars and in immediately available funds, funds by wire transfer to an the Company’s account designated in writing by as previously provided to the Company for such purpose; and Purchasers; (iiiii) each Transaction Document (including the Series B Preferred Stock Registration Investor Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by such Purchaser; and (iv) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the Purchaserforms attached hereto as Exhibits D-1 and D-2, respectively.

Closing Deliveries. (a) At Administrative Agent shall have received the Closingfollowing documents, instruments, agreements, and other information, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Lenders and each of which shall, unless otherwise indicated, be dated the Company shall deliver or cause to be delivered to the Purchaser the followingEffective Date: (i) a certificate representing 10,000 Shares registered in the name of the Purchaserthis Amendment; (ii) evidence that the Series B Certificate of Designations has been filed a Pledge Agreement duly executed by Borrower and its Subsidiaries, as appropriate, together with the Secretary of State (A) certificates evidencing (1) 100% of the State issued and outstanding Capital Stock of Delaware Borrower's Subsidiaries (all certificates delivered pursuant to this provision shall be duly endorsed or accompanied by duly executed blank stock powers), and become effective on or prior (B) accompanied by such financing statements executed by Borrower as Administrative Agent shall request to perfect the Liens granted pursuant to the Closing DatePledge Agreement; (iii) a certificate executed by an Authorized Officer of Borrower stating that (A) the Series B Preferred Stock Registration Rights representations and warranties of Borrower contained in this Amendment, the Credit Agreement, duly executed by and the Company;other Loan Documents are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and (C) all conditions set forth in this SECTION 4.1(a) and in SECTION 6.02 of the Credit Agreement have been satisfied; and (iv) such resolutions, certificates and other documents relating to the Series A Holders Consentexistence of the Loan Parties, duly executed by Plainfieldthe corporate, Alkest partnership, or limited liability company authority for the execution, delivery and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement performance of this Amendment, duly executed by the CompanyCredit Agreement, PSSMF the other Loan Documents, and Alkest; (vii) the legal opinion of Company Counselcertain other matters relevant hereto, in the form of Exhibit F-1and substance satisfactory to Administrative Agent, executed by such counsel which resolutions, certificates and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) documents include resolutions of the Board directors of each Loan Party authorizing the execution, delivery, and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions performance of the Amended Loan Documents and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, certificates of incumbency for each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselLoan Party. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, the Company Cash Payment shall deliver or cause to be delivered to the Purchaser holder of the followingTarget Units, and the following documents (the "Closing Documents") shall be delivered as follows: (i) a certificate representing 10,000 Shares registered in the name of the PurchaserNote, to be executed and delivered by Acquiror to Parent; (ii) evidence that the Series B Certificate Pledge Agreement, to be executed and delivered by Acquiror and its members and delivered to Parent, and the Security Agreement, to be executed and delivered by Acquiror to Parent; (iii) the Option Agreement, to be executed and delivered by the Surviving Company and Parent; (iv) the Nonsolicitation Agreement, to be executed and delivered by the Surviving Company and Parent; (v) the Surviving Company Operating Agreement, to be executed by the Surviving Company and its members; (vi) a support services agreement (with lease of Designations has been filed movable space), in the form of Exhibit I attached hereto (the "Support Services Agreement"), to be executed and delivered by the Surviving Company and Parent, pursuant to which Parent will provide store systems back of house, POS service, POS maintenance, accounting, fixed assets and payroll services for three (3) years in consideration of the Surviving Company's payment of 1.5% of the gross sales at the Restaurants; (vii) an employment agreement between the Surviving Company and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ in the form of Exhibit N attached hereto (the "Executive Employment Agreement"); (viii) if any real property lease relating to a Parent Restaurant is not included in the Contributed Assets, a sublease with respect to such lease, in the form of Exhibit J attached hereto (the "Sublease"), to be executed and delivered by Parent and Surviving Company; (ix) an agreement regarding trademarks and service marks and other intellectual property, in the form of Exhibit K attached hereto (the "IP Agreement"), to be executed and delivered by Parent, RTBDI and the Surviving Company, pursuant to which (A) RTBDI will assign certain rights to the Parent Marks listed on Exhibit A-2 but not including rights to such marks in international markets and U.S. territories, protectorates, possessions and commonwealths such as Puerto Rico and Guam; (B) the Surviving Company will assign to RTBDI all rights to the Tia's Marks listed on Exhibit A-2 in international markets and U.S. territories, protectorates, possessions and commonwealths such as Puerto Rico and Guam; (C) the Surviving Company will agree to permit employees of Parent, its subsidiaries, affiliates and franchisees to train in Surviving Company's Restaurants, with Surviving Company's reasonable out-of-pocket costs for such training to be reimbursed by Parent; and (D) the Surviving Company will grant a license back to Parent, its subsidiaries, affiliates and franchisees to continue to use the Tia's Marks and the Parent Marks on inventory (such as paper/note pads, business cards, paper cups, stationery and clothing) existing as of the Closing Date (including, without limitation, the right to utilize and/or sell all of such inventory items bearing such marks) until current inventories of such items of Parent, its subsidiaries, affiliates and franchisees are exhausted; and (E) neither Parent not the Surviving Company will print or issue any gift certificates applicable to the other party after certain specified dates; (x) an assignment and assumption agreement between Parent and the Surviving Company in the form of Exhibit L attached hereto, pursuant to which: (A) Parent will assign and the Surviving Company will assume all Managing Partner Agreements and District Partner Agreements between Target or Tias, Inc., and any Continuing Employee regarding the Tia's Restaurants; and (B) Parent will deliver to Acquiror all of the shares of Parent common stock held by Parent in connection with the Secretary Managing Partner Agreements; (xi) a termination agreement between Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ in the form of State Exhibit M attached hereto, pursuant to which Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ will terminate, as of the State of Delaware Closing Date, the Concept Partner Agreement between Parent and become effective ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (xii) a defense and indemnity agreement between Parent and the Surviving Company in a form to be agreed upon, with each party acting reasonably, regarding the Managing Partner Agreements; and (xiii) such other related documents as Parent, Target, RTBDI or Acquiror may have reasonably requested on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser the following: A. Fishers shall: (i1) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior issue to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash Interstate an impact fee credit in the amount of $100,000the Initial Credit; (xi2) consistent with the Company Construction Agreement, deposit with Escrow Agent the sum of Five Hundred Seventy-Five Thousand and no/100 Dollars ($575,000.00), to be distributed monthly to Interstate according to Fishers’ proportionate share, which amount shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments be fifty percent (collectively50%), the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association each month's actual construction ▇▇▇▇▇▇▇▇ (“WachoviaFishers’ Share”), as administrative agent, as amended . Any funds remaining in Escrow shall be returned to Fishers within fifteen (15) days following the “Revolving Credit Facility”), final construction draw and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaserissuance of final lien waivers; (xii3) execute and deliver the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soConstruction Agreement; and (xiii4) any deliver copies of such resolutions and other evidence establishing that the persons executing and delivering the foregoing documents reasonably requested have been empowered and authorized by all necessary action. B. Interstate shall: (1) consistent with the Purchaser or Purchaser CounselPurchase Agreement, deposit with Escrow Agent the sum of Five Hundred Thirty Six Thousand and no/100 Dollars ($536,000.00) to be distributed monthly to Interstate according to its proportionate share, which amount shall be fifty percent (50%), of each month's actual construction ▇▇▇▇▇▇▇▇ (“Interstate Share”). (b2) At execute and deliver a limited warranty deed to Saxony Hall and the Closing, the Purchaser or an authorized officer thereof shall deliver or cause Saxony Hall Site conveying to be delivered Fishers fee simple title to the Company property; (3) execute and deliver a vendor's affidavit in form and substance such that the followingClosing Agent agrees to delete the standard exceptions for non-survey matters; (4) deliver copies of such resolutions, consents of members, partners, and/or shareholder and other evidence the Title Insurer reasonably may request, establishing that: (ia) the Aggregate Purchase Price, in U.S. Dollars persons executing and in immediately available funds, delivering the foregoing documents have been empowered and authorized by wire transfer to an account designated in writing by the Company for such purposeall necessary action; and (iib) each Transaction Document (including the Series B Preferred Stock Registration Rights execution and delivery of such documents, and the conveyance of Saxony Hall and Saxony Hall Site to Fishers in accordance with the terms and conditions of the Purchase Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed have been properly authorized by the Purchasersignatories thereto; and (5) execute and deliver the Construction Agreement. ▇. ▇▇▇▇ shall execute and deliver to Fishers the Easement.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) The Purchaser shall have received a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of from the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers signed by an executive officer of the Company executing each in such capacity, certifying as to the satisfaction of the Transaction Documents to which the Company is a party; conditions specified in Sections 7.3(a), 7.3(b) and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions;7.3(c) (xii) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the The Company shall have delivered to the Purchaser a letter confirming certificate from its intention secretary certifying as to seek approval (A) copies of the Series A Amendment Company’s Governing Documents as in effect as of the Closing Date, (as such term B) the resolutions of the Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is defined in a party or by which it is bound, and the Series A Holders Consentconsummation of the transactions contemplated hereby and thereby, and (C) as soon as it may practically do so; and (xiii) the incumbency of officers authorized to execute this Agreement or any other documents reasonably requested by Ancillary Document to which the Purchaser Company is or Purchaser Counselis required to be a party or otherwise bound. (biii) At the Closing, the Purchaser or an authorized officer thereof The Company shall deliver or cause to be have delivered to the Company the following: Purchaser a good standing certificate (ior similar documents applicable for such jurisdictions) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by for the Company for such purpose; and certified as of a date no later than thirty (ii30) each Transaction Document days prior to the Closing Date from the proper Governmental Authority of the Company’s jurisdiction of organization. (including iv) The Purchaser shall have received a copy of the Series B Preferred Stock Registration Rights Escrow Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserStockholder Representative and the Escrow Agent. (v) The Exchange Agent shall have received from each Company Stockholder: (A) the Company Certificates representing the Company Stock (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to the Purchaser and Exchange Agent), (B) a properly completed and duly executed Letter of Transmittal, and (C) such other documents and executed instruments of transfer in respect of the Company Stock as may be reasonably requested by the Exchange Agent and in form reasonably acceptable for transfer on the books of the Company. (vi) The Purchaser shall have received duly executed written resolutions of the board of directors of the Company, in the agreed form, approving: the Merger, Merger Agreement and the transactions contemplated thereby. (vii) The Purchaser shall have received written resignations, effective as of the Closing, of each of the directors and officers of the Company as requested by the Purchaser prior to the Closing. (viii) The Purchaser shall have received the financial statements of the Company (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Company, and the related income statements, changes in stockholder equity and statements of cash flows that are required by Rule 3-05 of Regulation S-X for the periods specified by Rule 3-05(b) or Rule 8-04(b) of Regulation S-X, as applicable.

Closing Deliveries. (a) At The obligation of Lender to purchase the ClosingSenior Subordinated Note on the date hereof is subject to, among other things, the Company shall deliver Loan Parties delivering or cause causing to be delivered to the Purchaser the following: (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective Lender on or prior to the Closing Datedate hereof each of the following (the form and substance of which is satisfactory to Lender and its counsel): (a) this Agreement, duly executed by the Loan Parties; (iiib) the Series B Preferred Stock Senior Subordinated Note, duly executed by the Loan Parties; (c) the Warrant, duly executed by the Company; (d) the Registration Rights Agreement, duly executed by the Company; (ive) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement AmendmentIntercreditor Agreement, duly executed by the Company, PSSMF Loan Parties and AlkestAgent; (viif) the legal written opinion of Company CounselVarnum, in Riddering, Schm▇▇▇ & ▇owl▇▇▇ ▇▇▇, counsel to the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the CompanyLoan Parties, dated as of the Closing Datedate hereof, in the form attached hereto as Exhibit E; (g) the Junior Subordination Agreements, the first having been duly executed by the Company and Drake Products and the second having been duly executed by the Company and Drake Properties, LLC; (h) evidence reasonably satisfactory to Lender of the cancellation of each of the Drake Guarantees; (i) certified copies of all documents evidencing corporate action taken by each Loan Party with respect to the Senior Subordinated Loan Documents including but not limited to resolutions of the Board of Directors of each Loan Party authorizing the execution, delivery and performance by such Loan Party of this Agreement, the Senior Subordinated Note and other Senior Subordinated Loan Documents; (j) a certificate of each Loan Party, signed by its chief executive officer or president, to the effect that: (i) all of the representations and warranties of such party contained in this Agreement are true and correct as of the date hereof; (ii) such party has complied with and performed all of the terms, covenants and agreements contained in the Senior Subordinated Loan Documents which are to be complied with or performed by such party on or before the date hereof; and (iii) no Event of Default or Potential Event of Default has occurred and is continuing; (k) a certificate of each Loan Party, signed by its secretary or assistant secretary, certifying as to: (A) the signatures and titles names of the officers of such party authorized to sign the Company executing Senior Subordinated Loan Documents to be signed by such party, together with specimens of the true signatures of such officers; (l) a financial condition certificate of the Company, signed by its chief executive officer or senior financial officer, demonstrating that, after giving effect to the Senior Subordinated Loan Transactions, (i) each of the Transaction Documents to which the Company is a party; Loan Parties are Solvent and (Bii) resolutions of at least $13,400,000 is available for borrowing under the Board authorizing and approving all matters in connection Loan Parties' revolving credit facility with the Transaction Documents to which the Company is a party and the TransactionsSenior Lenders; (xm) a cash fee copy of the articles or certificate of incorporation of each Loan Party and each Subsidiary, as amended, certified by the Secretary of State of the applicable jurisdiction, and a copy of each such party's By-Laws, certified by such party's secretary to be true and correct and in the amount of $100,000full force and effect; (xin) a good standing certificate with respect to each Loan Party from the Company shall have Secretary of State of its state of incorporation, and from the Secretary of State of each other jurisdiction where such party is qualified to do business; (o) a copy of the Senior Loan Agreement and all other documents delivered to Senior Lenders on the date hereof, certified by the Company's secretary to be true and correct and in full force and effect as of the date hereof; (p) a Consolidated balance sheet of the Loan Parties reflecting the pro forma financial position of the Loan Parties as of June 30, 2000 and after giving effect to the consummation of the Senior Subordinated Loan Transactions (the "Pro Forma Balance Sheet"); (q) evidence reasonably satisfactory to the Purchaser that Lender of action taken by the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaserfile a NASDAQ supplemental listing; (xiir) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval payment of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soInvestment Fee to Lender or its designees pursuant to Section 2.7 hereof; and (xiiis) any such other documents documents, agreements, certificates, instruments and conditions as Lender may reasonably requested by the Purchaser or Purchaser Counselrequest. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. At the Closing (or such earlier date if specified below), the Company or the Representative, as applicable, shall have delivered the following items to Buyer, each in form and substance satisfactory to Buyer: (a) At Articles of ▇▇▇▇▇▇, duly executed on behalf of the Company, and any related Officer’s Certificates; (b) the Security Deliveries which have been executed and delivered to the Company by the Securityholders prior to the Closing, which shall include, at a minimum, Joinder and Support Agreements and Letters of Transmittal duly executed by each of the Major Holders and IMS Health Incorporated; (c) a counterpart of the Escrow Agreement, duly executed by Representative; (d) a Restrictive Covenant Agreement, in the form and substance attached as Exhibit 9.1.9(d), duly executed by each of the Management Holders; (e) a bonus and release agreement, duly executed by each Person receiving a Transaction Bonus, each in form and substance reasonably satisfactory to Buyer; (f) a counterpart of the Paying Agent Agreement substantially in the form attached hereto as Exhibit 9.1.9(f), duly executed by the Company shall deliver or cause and the Representative; (g) the resignations, effective as of the Closing, duly executed by each of the directors and officers of the Company, each in form and substance reasonably satisfactory to be delivered to Buyer; (h) subscription agreements, each substantially in the Purchaser form attached hereto as Exhibit 9.1.9(h), duly executed by each of the following:Management Investors (collectively, the “Subscription Agreements”); (i) a certificate representing 10,000 Shares registered in the name evidence of the Purchasersatisfaction of all payment obligations for Transaction Expenses and Indebtedness of the Company outstanding as of the Closing Date (including any interest, prepayment premiums or penalties and other fees and charges) or evidence of the arrangement of Securityholders or the Company to satisfy such payment obligations on the Closing Date pursuant to the terms of this Agreement, including payoff letters or similar releases with respect to such Indebtedness, and the release of any Liens on the properties and assets of the Company and the termination of all UCC financing statements which have been filed with respect to such Indebtedness (or the authorization of Buyer by the holders of such Liens to file UCC financing statement terminations); (iij) evidence that a good standing certificate for the Series B Certificate Company from the Secretary of Designations has been State of the State of Nevada, and from the Secretary of State in each other jurisdiction in which the Company is qualified to do business as a foreign corporation, in each case dated as of a date not earlier than ten (10) Business Days prior to the Closing; (k) a copy of (i) the Articles of Incorporation (together with any and all amendments thereto), as filed with the Secretary of State of the State of Delaware Nevada, as then in effect as certified by the Secretary of the Company, and become effective on or prior to the Closing Date; (iiiii) the Series B Preferred Stock Registration Rights Agreement, duly executed bylaws of the Company certified by the Secretary of the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viiil) a certificate dated as of the Closing Date and signed by the Chief Executive Officer an officer of the Company certifying (i) the names and signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder, (ii) the resolutions of the Company’s Board of Directors and Securityholders approving this Agreement and the other Transaction Documents delivered by or on behalf of it pursuant to this Agreement and (iii) that no Bankruptcy Event (as such term is defined the conditions set forth in the Series B Certificate of Designations) has occurredSection 9.1.1, Section 9.1.2, Section 9.1.5, and Section 9.1.8 herein have been met; (ixm) a certificate actual or constructive possession of the Secretary of Books and Records for the Company and keys, combinations and codes to all locks and security devices to the Leased Real Property; (n) an affidavit from the Company, dated as of the Closing Date, certifying as to: (A) the signatures sworn under penalty of perjury and titles of the officers of the Company executing each of the Transaction Documents to which in form and substance approved by ▇▇▇▇▇ stating that the Company is not a party; and United Stated Real Property Holding Corporation (Bas defined in Section 897(c)(2) resolutions of the Board authorizing Code), and approving all matters has not been, during the applicable period specified in connection with Section 897(c)(1)(A)(ii) of the Transaction Documents to which the Company is a party and the TransactionsCode; (xo) a cash fee in all instruments or documents necessary to change the amount names of $100,000the individuals who have access to or are authorized to make withdrawals or dispositions of or from all bank accounts or other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes of the Company, or evidence that each the Company has removed all such authorized signatories, and all keys and combinations to all safe deposit boxes, lock boxes and safes of the Company; (xip) such landlord consents, estoppel certificates, non-disturbance and subordination agreements with respect to the Leased Real Property as Buyer may reasonably request, in form and substance reasonably satisfactory to Buyer and any applicable lenders of Buyer and the agent(s) therefor; (q) a consulting agreement by and between the Buyer and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, in each case in form and substance reasonably satisfactory to Buyer; (r) evidence that the Company shall have delivered obtained or delivered, as applicable, all consents, notices, and waivers, as applicable, of the other Persons set forth on Exhibit 9.1.9(r); (s) each Management Investor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and at least 75% of the other Persons who were employed by the Company as of the Agreement Date shall accept an offer of employment (or engagement) with ▇▇▇▇▇ and execute and deliver all agreements and other documents required by Buyer relating to such employment (or engagement); (t) evidence in form and substance reasonably satisfactory to the Purchaser Buyer that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions each of the Amended Purchased Insurance Policies have been obtained and Restated Credit Agreement among are in full force and effect; and (u) such other agreements, instruments, certificates and documents as Buyer may reasonably request for the Company and its U.S. subsidiaries, purpose of facilitating the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (consummation or performance of the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”)Transactions, in each case on terms in form and substance reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselBuyer. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At Closing deliveries required hereunder may be made to the Company’s outside counsel, T▇▇▇▇▇ ▇▇▇▇ to be held in trust pending the Closing. On the Closing Date, the Company shall will deliver or cause to be delivered to each Lender (the Purchaser the following:“Company Documents”): (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior items required to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreementbe delivered to Buyer pursuant to Section 13, duly executed by the Company;Company where so required, (ivii) a certificate ("Closing Certificate") signed by its chief executive officer or chief financial officer (1) attesting to the Series A Holders Consenttruth and accuracy of all the representations and warranties made by the Company contained in this Agreement, duly executed by Plainfieldas of the applicable Closing Date, Alkest as if such representations and warranties were made and given on all such dates, (2) adopting the Company;covenants and conditions set forth in this Agreement in relation to the applicable Notes and Warrants, and (3) certifying that an Event of Default has not occurred, (viii) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the a legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company's counsel, dated as of the Closing Date, certifying as to: (A) the signatures in form, scope and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence substance reasonably satisfactory to the Purchaser that Buyers and in substantially the Company has obtained amendments (collectively, the “Facilities Amendments”) same form as Exhibit E attached hereto in relation to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia the applicable Note, the applicable Warrant and the other parties thereto, each as amended Transaction Documents (collectively, the “Receivables Credit Facility”"Closing Legal Opinion"), in each case on terms reasonably satisfactory to the Purchaser;, (xiiiv) a true copy of certificate evidencing the Company's and each of its Subsidiaries’ qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within five (5) days of the Closing Date, (v) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; Lockbox Agreement, and (xiiivi) any other documents reasonably requested the Intercreditor Agreement (as defined in Section 11 below), duly executed by the Purchaser or Purchaser Counsel. Existing Lienholders (bas defined in Section 11(c) At hereof). On the ClosingClosing Date, the Purchaser or an authorized officer thereof each Buyer shall deliver or cause to be delivered to the Company the following: following (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ “Buyer Documents”): this Line of Credit Agreement Supplement and the Voting Security Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchasersuch Buyer.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the Company shall deliver or cause to be delivered to the Purchaser the followingClosing Date: (i) a certificate representing 10,000 Shares registered Note payable to the order of each Bank, each in the name amount of the Purchasersuch Bank’s Commitment, duly executed by Borrower; (ii) the Mortgages and Amendments to Mortgages to be executed on the Closing Date pursuant to Section 6.1(a), duly executed and delivered by each Credit Party (as applicable), and such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent, creating first and prior Liens in the Borrowing Base Properties comprising the Minimum Collateral Amount; (iii) a Parent Pledge Agreement duly executed and delivered by Parent, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Operating and DG&M of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent; (iv) a Subsidiary Pledge Agreement duly executed and delivered by Operating, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Borrower, Marine and TRF of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent; (v) Facility Guarantees duly executed and delivered by Parent and each Restricted Subsidiary; (vi) such financing statements (including, without limitation, the financing statements referenced in subclause (ii) above) in form and substance acceptable to Administrative Agent and executed by each Credit Party (as applicable) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers, all of which shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (vii) a copy of the articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Series B Certificate Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of Designations has been filed with the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of State of the State of Delaware each such Credit Party that such copy is true, correct and become effective complete on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate dated of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredDate; (ix) a certificate certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested (or such other evidence satisfactory to Administrative Agent) relating to the Secretary existence of each Credit Party and to the Company, dated as effect that each such Credit Party is in good standing with respect to the payment of the Closing Date, certifying as to: (A) the signatures franchise and titles of the officers of the Company executing each of the Transaction Documents similar Taxes and is duly qualified to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters transact business in connection with the Transaction Documents to which the Company is a party and the Transactionssuch jurisdictions; (x) a cash fee in certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the amount Closing Date, executed by the Secretary or comparable Authorized Officer of $100,000each such Credit Party; (xi) copies of resolutions or comparable authorizations approving the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended Closing Transactions and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”)Loan Papers, and authorizing the Amended and Restated Receivables Purchase transactions contemplated by this Agreement and the Receivables Sales Agreement among other Loan Papers, duly adopted by the CompanyBoard of Directors (or comparable authority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, Wachovia if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) of each such Credit Party, as applicable, and that such resolutions constitute all the other parties theretoresolutions adopted with respect to such transactions, each have not been amended, modified, or revoked in any respect, and are in full force and effect as amended (collectively, of the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserClosing Date; (xii) an opinion of Jenkens & G▇▇▇▇▇▇▇▇, P.C., special counsel for the Company shall have delivered Credit Parties dated the Closing Date, favorably opining as to the Purchaser a letter confirming its intention to seek approval enforceability of each of the Series A Amendment Loan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiii) an opinion of special Louisiana counsel for Administrative Agent dated the Closing Date, favorably opining as to the enforceability of the Existing Mortgages (as such term amended by the Amendments to Mortgages), the Mortgages and the Amendments to Mortgages in Louisiana and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiv) an opinion of special Mississippi counsel for Administrative Agent dated the Closing Date, favorably opining as to the enforceability of the Existing Mortgages (as amended by the Amendments to Mortgages), the Mortgages and the Amendments to Mortgages in Mississippi and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xv) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, (B) no Default or Event of Default has occurred and is defined continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xvi) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower (after giving effect to the Closing Transactions) in the Series A Holders Consent) as soon as it may practically do soform of Exhibit I attached hereto; and (xiiixvii) any other documents reasonably requested certificates from Borrower’s insurance broker setting forth the insurance maintained by Borrower, stating that such insurance is in full force and effect, that all premiums due have been paid and stating that such insurance is adequate and complies with the Purchaser or Purchaser Counselrequirements of Section 9.6. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. In addition to the actions set forth in Sections 2.2 and 2.3, the Parties agree to make their respective deliveries set forth below. (a) At the Closing, ETR shall deliver, or cause to be delivered, to the Company the following deliveries: (i) the EquaGen LLC Agreement, duly executed by ETR; (ii) the EOI Shared Services Agreement, duly executed by Entergy Operations, Inc.; (iii) the ESI Services Agreement, duly executed by Entergy Services, Inc.; (iv) the Corporate Services Agreement, duly executed by Entergy Services, Inc. and Entergy Enterprises, Inc.; (v) all duly executed Termination and Release Agreements in connection with the Related Party Service Contracts to which ETR or any of its Subsidiaries is a party; and (vi) any other agreement or document to which it or its Subsidiaries are a party, as may reasonably be requested by Enexus or necessary to give effect to the establishment of the Joint Venture or the transactions contemplated by this Agreement, duly executed by ETR or its Subsidiaries. (b) At the Closing, Enexus shall deliver, or cause to be delivered, to the Company the following deliveries: (i) the Relicensing Agreement, duly executed by Entergy Services, Inc. and Entergy Enterprises, Inc. (ii) the EquaGen LLC Agreement, duly executed by Enexus; (iii) each Amended and Restated Operating Agreement by and among ENOI LLC and: (1) Entergy Nuclear ▇▇▇▇▇▇▇▇▇▇▇, LLC; (2) Entergy Nuclear Generation Company, LLC; (3) Entergy Nuclear Indian Point 2, LLC; (4) Entergy Nuclear Indian Point 3, LLC; (5) Entergy Nuclear Palisades, LLC; and (6) Entergy Nuclear Vermont Yankee, LLC; duly executed by each counterparty other than ENOI LLC; (iv) all duly executed Termination and Release Agreements in connection with the Related Party Service Contracts to which Enexus or any of its Subsidiaries is a party; and (v) any other agreement or document to which it or its Subsidiaries are a party, as may reasonably be requested by ETR or necessary to give effect to the establishment of the Joint Venture or the transactions contemplated by this Agreement, duly executed by Enexus or its Subsidiaries. (c) At the Closing, the Company shall deliver or cause to be each Member a counterpart of each agreement delivered to the Purchaser the following: (i) it by a certificate representing 10,000 Shares registered New Member in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed accordance with the Secretary of State of the State of Delaware and become effective on or prior this Section 3.1 to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by which the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and or the Company; (v) the Stockholders’ Agreement Supplement’s Subsidiary, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendmentis a party, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and or its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselapplicable Subsidiary. (bd) At Each Party’s obligation to make the Closing, foregoing closing deliveries and take the Purchaser foregoing actions set forth in this Section 3.1 is conditioned upon receipt by such Party of the other Party’s foregoing closing deliveries and actions set forth in this Section 3.1. Each closing delivery and action contemplated by this Section 3.1 shall be deemed to occur simultaneously. ETR and Enexus may agree to waive any or an authorized officer thereof shall deliver all of the deliveries or cause actions that a Party is required to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchasermake or perform under Section 3.1.

Closing Deliveries. (a) At the Closing, the Company Seller shall deliver or cause to be delivered to the Purchaser Buyer the following:; (i) a certificate representing 10,000 Shares registered copy of (A) the Company Plan of Conversion duly and validly adopted by the Seller and being in full effect prior to the name Closing Date, (B) the Company Statement of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been Conversion as filed with the Secretary of State of the State of Delaware Illinois, (C) the T do B Plan of Conversion duly and become effective on or validly adopted by the Company and being in full effect prior to the Closing Date, and (D) the T do B Statement of Conversion as filed with the Secretary of State of the State of Illinois; (ii) an assignment or other instrument of transfer, executed by Seller, evidencing the assignment of the Company Interests to the Buyer; (iii) a copy of the resolutions of Seller’s board of directors certified by an appropriate officer of Seller as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by Seller of the transactions contemplated hereby; (iv) duly adopted board resolutions of Seller and the Company, and any related plan amendments, evidencing the transfer of the sponsorship of the following Benefit Plans from Seller to the Company: Tempel Employees Pension Plan, Tempel Retiree Life Insurance Plan and Tempel Holdings, Inc. Welfare Benefits Plan; (v) a certificate of good standing of the Company issued by the Secretary of State (or equivalent Governmental Authority) of the State of Illinois, California, Pennsylvania, and Texas, each dated within ten (10) Business Days of the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by resignations of all officers and directors of the Company, PSSMF and Alkesteffective as of the Closing Date; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel copies of the Company payoff letters in respect of any Estimated Indebtedness to the form of Exhibit F-2lenders (or agent or other representative therefor) named therein (each a “Payoff Letter” and collectively, executed by such counselthe “Payoff Letters”); (viii) a certificate dated as forms of UCC-3 termination statements and other terminations and/or releases necessary to terminate or release all Encumbrances on the Closing Date and signed by the Chief Executive Officer assets of the Company certifying that no Bankruptcy Event (as except for Permitted Encumbrances), but only if the Payoff Letter for such term is defined in Encumbrances do not authorize Buyer to discharge the Series B Certificate same upon payment of Designations) has occurredthe applicable payoff amount or do not commit to file such termination statements and releases upon payment of the applicable payoff amount; (ix) a certificate copy of the Tail Policy and evidence of binding of the Tail Policy (x) evidence of the filing of the Company Statement of Conversion and T do B Statement of Conversion with the Secretary of the Company, dated as State of the Closing Date, certifying as to: (A) the signatures and titles State of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the TransactionsIllinois; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, the Company shall Summit will deliver or cause to be delivered to the Purchaser Tall Oak Midstream Holdings the following: (i) a certificate representing 10,000 Shares executed by a duly authorized officer of the Company certifying that the conditions set forth in Sections 6.1(a), 6.1(b) and 6.1(d) have been satisfied; (ii) written notice from the Company or its transfer agent evidencing the issuance of the Equity Consideration registered in the name of the Purchaser; Tall Oak Midstream Holdings (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date;its Designated Entity(ies)); and (iii) the Series B Preferred Stock Registration Rights Agreement, a duly completed and executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary Internal Revenue Service Form W-9 of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall Tall Oak Midstream Holdings will deliver or cause to be delivered to the Company Summit the following: : (i) a certificate executed by a duly authorized officer or other duly authorized individual of Tall Oak Midstream Holdings certifying that the Aggregate conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied; (ii) the Share Purchase Price, in Price by wire transfer of U.S. Dollars and dollars in immediately available funds, by wire transfer funds to an account designated specified to Tall Oak Midstream Holdings in writing by Summit at least one (1) Business Day prior to the Company Closing; (iii) a duly completed and executed Internal Revenue Service Form W-9 of Tall Oak Midstream Holdings and, to the extent that Tall Oak Midstream Holdings notifies Summit pursuant to Section 2.4 of its intent to designate Tall Oak Midstream Investments and/or Connect Midstream to receive all or any portion of the Equity Consideration, a duly completed and executed Internal Revenue Service Form W-9 of Tall Oak Midstream Investments and/or Connect Midstream, as applicable; provided that the sole remedy for such purposethe failure of Tall Oak Midstream Holdings, Tall Oak Midstream Investments or Connect Midstream to deliver the Internal Revenue Service Form W-9 pursuant to this Section 2.3(b)(iii) shall be Summit’s right to withhold with respect to amounts payable to the applicable payee; and and (iiiv) each Transaction Document at least one (including 1) Business Day prior to Closing, a schedule summarizing the Series B Preferred Stock Registration Rights Agreementexpenses of Tall Oak Midstream Holdings for which Tall Oak Midstream Holdings seeks reimbursement pursuant to Section 8.1(b), the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaseralong with reasonable supporting documentation.

Closing Deliveries. (aClosing deliveries required hereunder shall be made to the Escrow Agent pursuant to Section 1(d) At below. On the ClosingClosing Date, the Company shall will deliver or cause to be delivered to each Buyer (the Purchaser the following:“Company Documents”): (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iiiA) the Series B Preferred Stock Registration Rights Agreementitems required to be delivered to Buyer pursuant to Section 8, duly executed by the Company;Company where so required, (ivB) a certificate ("Closing Certificate") signed by its chief executive officer or chief financial officer (1) representing the Series A Holders Consenttruth and accuracy of all the representations and warranties made by the Company contained in this Agreement, duly executed by Plainfieldas of the applicable Closing Date, Alkest as if such representations and warranties were made and given on all such dates, (2) adopting the Company;covenants and conditions set forth in this Agreement in relation to the applicable Debenture and Warrants, and (3) certifying that an Event of Default has not occurred, (vC) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the a legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company's counsel, dated as of the Closing Date, certifying as to: (A) the signatures in form, scope and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence substance reasonably satisfactory to the Purchaser that Buyer and in substantially the Company has obtained amendments (collectivelysame form as Exhibit F attached hereto in relation to the Company, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiariesapplicable Debenture, the lenders named therein applicable Warrant and Wachovia Bankthe Transaction Documents ("Closing Legal Opinion"), (D) a duly executed Debenture with a principal amount equal to such Buyer’s Subscription Amount divided by 0.90 to account for the Original Issue Discount, National Association registered in the name of such Buyer, (“Wachovia”E) a duly executed Series A Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Series A Warrant Amount (as defined in Section 1(c), as administrative agent, as amended (the “Revolving Credit Facility”), and a duly executed Series B Warrant registered in the Amended and Restated Receivables Purchase Agreement and name of such Buyer to purchase up to a number of shares of Common Stock equal to the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each Series B Warrant Amount (as amended (collectively, the “Receivables Credit Facility”defined in Section 1(d), and a duly executed Series C Warrant registered in each case on terms reasonably satisfactory the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Purchaser;Series C Warrant Amount (as defined in Section 1(e)), (xiiF) Limited Standstill Agreements, duly executed by each of the Designated Insiders (as defined in Section 4(n)), (G) The Company shall have delivered to such Buyer a true copy of certificate evidencing the Purchaser a letter confirming its intention to seek approval formation and good standing of the Series A Amendment Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date, (H) The Company shall have delivered to such term is defined Buyer a true copy of one or more certificates evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Series A Holders ConsentCompany conducts business and in which failure to so qualify would have a Material Adverse Effect, as of a date within five (5) as soon as it may practically do so; days of the Closing Date, and (xiiiI) any other documents reasonably requested The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Purchaser or Purchaser Counsel. Secretary of the State of Nevada as of a date that is five (b5) At days prior to the ClosingClosing Date. On the Closing Date, the Purchaser or an authorized officer thereof each Buyer shall deliver or cause to be delivered to the Company the following: following (ithe “Buyer Documents”): (A) this Securities Purchase Agreement and the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, Registration Rights Agreement duly executed by such Buyer, (B) such Buyer’s Subscription Amount by wire transfer to an the account designated as specified in writing by the Company (subject to offsets for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) any expenses to which the Purchaser such Buyer is a signatory, duly executed by the Purchaserentitled).

Closing Deliveries. (a) At the Closing, the Company shall parties hereto will deliver or cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to the Purchaser receiving party(ies): (1) ▇▇▇▇.▇▇▇ will deliver to Explore stock certificates of ▇▇▇▇.▇▇▇, duly endorsed by the following▇▇▇▇.▇▇▇ Stockholders or with stock powers attached, representing all of the issued and outstanding shares of ▇▇▇▇.▇▇▇ Common Stock. (2) Explore will deliver to the ▇▇▇▇.▇▇▇ Stockholders' certificates representing the shares of Explore Common Stock comprising the Merger Consideration set forth in Article II. (3) Explore will pay Peacekeeper and ▇▇▇▇ ▇▇▇▇▇▇▇▇ the principal amount of $500,000 as full and final repayment of all liabilities and obligations under the ▇▇▇▇.▇▇▇ Promissory Note. (4) Each will deliver to the other parties a certificate of an officer, dated as of Closing, certifying that (a) each covenant and obligation of the delivering party has been complied with, and (b) each representation, warranty and covenant of the delivering party is true and correct at the Closing as if made on and as of the Closing. (5) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (6) Each party will deliver the Certificates of Merger in form acceptable for filing with the applicable Secretaries of State. (7) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) a certificate representing 10,000 Shares registered in Certificates of Existence and/or "Good Standing" regarding the name delivering party and its subsidiaries, certified by the appropriate Secretary of the PurchaserState and dated within (10) business days of Closing; (ii) evidence that Incumbency Certificates certifying the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles identity of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a delivering party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiiiiii) any other documents reasonably requested Charters, Operating Agreement or Certificates of Incorporation, as certified by the Purchaser or Purchaser Counselappropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (b) At 8) Explore will deliver evidence of the Closingappointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered ▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement board of directors of Explore and the Voting Agreement Amendment) to which the Purchaser is a signatoryresignations of ▇▇▇▇▇ ▇▇▇▇, duly executed by the Purchaser▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ as directors of Explore.

Closing Deliveries. In addition to the actions set forth in Section 2.2, the Parties agree to make their respective deliveries set forth below. (a) At the Closing, the Company Duke Ventures shall deliver deliver, or cause to be delivered delivered, to the Purchaser MS Members the followingfollowing deliveries: (i) a certificate representing 10,000 Shares registered the Crescent Consents marked with an asterisk (*) in the name Section 4.3(a) of the PurchaserCrescent Disclosure Letter; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing DateOperating Agreement, duly executed by Duke Ventures; (iii) the Series B Preferred Stock Registration Rights Transition Services Agreement, dated as of the Effective Date, by and among Duke Energy Business Services LLC and Crescent in the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by the CompanyDuke Energy Business Services LLC and Crescent; (iv) the Series A Holders ConsentEmployee Matters Agreement, dated as of the Effective Date, by and among Duke Parent, CRE, LLC and Crescent in the form attached hereto as Exhibit E (the “Employee Matters Agreement”), duly executed by PlainfieldDuke Parent and CRE, Alkest LLC and the CompanyCrescent; (v) the Stockholders’ Agreement SupplementRelating to Certain Legacy Land, dated as of the Effective Date, by and among Holdco, Crescent and Duke Ventures (the “Legacy Land Agreement”), duly executed by PSSMF Holdco, Crescent and AlkestDuke Ventures, and the Right of First Offer Agreement, dated as of the Effective Date, by and among Duke Energy Business Services LLC and Crescent duly executed by Duke Energy Business Services LLC and Crescent (collectively, the “Legacy Land Agreements”); (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and AlkestTitle Policies; (vii) the legal opinion Assignment and Assumption of Company CounselMembership Interests relating to the transfer of the Purchased Interests from Duke Ventures to the MS Members, in dated as of the form of Exhibit F-1Effective Date, by and among Duke Ventures and the MS Members (the “Assignment Agreement”), duly executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselDuke Ventures; (viii) a certificate dated as of the Closing Date Landmar Certificate, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇ and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred;LandMar Management, Inc.; and (ix) a certificate under Section 1445(b)(2) of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company Code providing that Duke Parent is not a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselforeign person. (b) At the Closing, the Purchaser or an authorized officer thereof MS Members shall deliver deliver, or cause to be delivered delivered, to Duke Ventures the Company the following: following deliveries: (i) the Aggregate Operating Agreement, duly executed by each of the MS Members; (ii) the Legacy Land Agreement, acknowledged by each of the MS Members; (iii) the Assignment Agreement, duly executed by each of the MS Members; and (iv) a cash payment equal to the Purchase Price. (c) At or prior to the Closing, Duke Ventures and the MS Members shall cause Holdco to make all filings with Governmental Authorities that are necessary in U.S. Dollars connection with the formation of Holdco, including the filing of a Certificate of Formation in the form of Exhibit F with the Secretary of State of the State of Delaware. (d) At or prior to the Closing, Duke Ventures and in immediately available funds, the MS Members shall (i) cause Crescent to amend and restate its Articles of Organization by wire transfer to an account designated in writing by filing with the Company for such purpose; Secretary of State of the State of Georgia the Amended and Restated Articles of Organization and (ii) each Transaction Document cause Crescent to amend and restate the Limited Liability Company Agreement of Crescent by entering into the Amended and Restated Operating Agreement. (including e) Attached hereto as Exhibit G is a calculation of the Series B Preferred Stock Registration Rights AgreementPurchase Price. (f) Each of Duke Ventures’ obligation, on the Series A Holders Consentone hand, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) MS Members’ obligation, on the other hand, to which make the Purchaser foregoing closing deliveries set forth in this Section 2.3, and the other provisions of this ARTICLE II, is conditioned upon receipt by such Party of the other Party’s foregoing closing deliveries set forth in this ARTICLE II. Each of the closing deliveries is deemed to occur in a signatory, duly executed by sequence consistent with the Purchaserterms of Section 2.2.

Closing Deliveries. (a1) At On Closing the Closing, the Company Seller shall deliver or cause to be delivered to the Purchaser the followingBuyer: (ia) minutes of a certificate representing 10,000 Shares registered in the name meeting of the Purchaserboard of directors of the Seller authorising the execution and performance of this Agreement and each of the Agreed Documents and the performance of each of the matters contemplated by this Agreement and the Agreed Documents; (iib) evidence that the Series B Certificate of Designations has been filed with certificate or certificates representing the Secretary of State of the State of Delaware and become effective on or prior to the Closing DateShares; (iiic) a transfer of the Series B Preferred Stock Registration Rights AgreementShares in agreed form, duly executed by the CompanySeller; (ivd) all statutory books and registers, minute books, share certificate books and corporate seals of the Series A Holders ConsentCorporation; (e) a true copy of the Excluded Assets and Liabilities Transfer Agreement duly executed by the Seller and the Corporation; (f) a true copy of the Transitional Services Agreement duly executed by the Seller and the Corporation; (g) a written resignation and release of all claims against the Corporation, in agreed form, duly executed by Plainfield, Alkest each director and officer of the CompanyCorporation designated by the Buyer; (vh) the Stockholders’ Agreement Supplement, a guarantee in agreed form duly executed by PSSMF Visteon Corporation in favour of the Buyer and Alkestthe Corporation, guaranteeing on the terms set out therein the performance by the Seller and/or Visteon Global Technologies, Inc., as the case may be, of their obligations contained in this Agreement, the Agreed Documents, the Business Purchase Agreement, the BPA Agreed Documents and the Excluded Assets and Liabilities Transfer Agreement, as the case may be; (vii) the Voting Agreement Amendment, duly completed Licences to Assign executed by the Company, PSSMF and Alkestlandlord of the Leasehold Premises; (viij) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselduly completed Leasehold Transfers; (viiik) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredduly completed Surrender Documents; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (Al) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory TR1 relating to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soFreehold Premises; and (xiiim) any other the title deeds and documents reasonably requested by relating to the Purchaser or Purchaser Counsel.Premises listed in part 3 of Schedule 4 (b2) At On Closing the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company Seller: (a) written resolution of the followingboard of directors of the Buyer authorising the execution and performance of this Agreement and each of the Agreed Documents and the performance of each of the matters contemplated by this Agreement and the Agreed Documents; (b) the payment referred to in clause 2.3; and (c) a guarantee in the agreed form duly executed by Linamar Corporation in favour of the Seller, guaranteeing on the terms set out therein: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing performance by the Company for such purpose; Buyer of its obligations contained in this Agreement and the Agreed Documents, and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights performance by the Corporation of its obligations contained in the Business Purchase Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement BPA Agreed Documents and the Voting Agreement Amendment) to which Excluded Assets and Liabilities Transfer Agreement, as the Purchaser is a signatory, duly executed by the Purchasercase may be.

Closing Deliveries. (a) At the Closing, to be held simultaneously with the Company execution and delivery of this Agreement, Sellers shall deliver deliver, or cause to be delivered delivered, to the Purchaser Buyer the following: (i) A copy of resolutions duly adopted by Sellers, authorizing the execution, delivery and performance of this Agreement and the B▇▇▇ of Sale and Assumption Agreement, and a certificate representing 10,000 Shares registered in the name of the Purchaserrespective secretaries of Sellers, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (ii) evidence A duly executed counterpart of the B▇▇▇ of Sale and Assumption Agreement in form and substance reasonably satisfactory to Buyer, and any other instruments of transfer necessary to transfer ownership to Buyer of the Transferred Assets; (iii) Instruments that shall be effective to transfer to Buyer all of Sellers’ right, title and interest in and to the Series B Certificate Intellectual Property of Designations has been filed Sellers included in the Transferred Assets in form suitable for filing with the necessary Governmental Authorities; (iv) A certificate of good standing from the Secretary of State of QS’ jurisdiction of incorporation and from the Secretary of State of Delaware each jurisdiction in which QS is qualified to do business as set forth on Schedule 3.1; (v) A certificate of good standing from the Secretary of State of Parent’s jurisdiction of incorporation; and (vi) such other and become effective on further documents, instruments, certificates and agreements reasonably deemed by Buyer’s counsel to be necessary to effectuate the transactions contemplated by this Agreement; (b) At the Closing, and simultaneously with the execution and delivery of this Agreement, the Buyer shall deliver, or prior cause to be delivered, to Sellers the following: (i) A copy of resolutions duly adopted by Buyer, authorizing the execution, delivery and performance of this Agreement and the B▇▇▇ of Sale and Assumption Agreement, and a certificate of the secretary of Buyer, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (ii) A copy of resolutions duly adopted by Netsmart, authorizing the execution, delivery and performance of this Agreement and the B▇▇▇ of Sale and Assumption Agreement, and a certificate of the secretary of Netsmart, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, A duly executed by counterpart of the CompanyB▇▇▇ of Sale and Assumption Agreement; (iv) the Series A Holders Consent, The duly executed by Plainfield, Alkest and the CompanyPromissory Note; (v) A certificate of good standing from the Stockholders’ Agreement Supplement, duly executed by PSSMF Secretary of State of Buyer’s jurisdiction of incorporation and Alkest;from the Secretary of State of the jurisdiction in which Buyer maintains its principal place of business; and (vi) the Voting Agreement Amendmentsuch other and further documents, duly executed instruments, certificates and agreements reasonably deemed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such Sellers’ counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered necessary to effectuate the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, transactions contemplated by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights this Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (ai) At On Closing the ClosingSellers shall deliver to Buyer the items and documents specified below: (1) The common seal, if any, of the Company and the updated statutory books of the Company up to the date of Closing and each certificate of incorporation and certificate of incorporation on change of name for the Company and a copy thereof in respect of its Affiliate. The common seal, if any, and the updated statutory books of the Affiliate of the Company shall deliver or cause to be delivered at the registered offices of each such company. (2) Share certificates for all shares in the capital of the Affiliate of the Company issued to the Purchaser Company and duly executed share transfers and declarations of trust by the following: (i) a certificate representing 10,000 Shares registered owner in respect of all those shares that are beneficially owned by but not registered in the name of the Purchaser;Company. (ii3) evidence that the Series B Certificate of Designations has been filed with the Secretary of State An extract from a meeting of the State board of Delaware directors of any Seller which is a company authorising the entering into, execution and become effective on or prior delivery of this Agreement, the Deed of Warranty, the Disclosure Letter and all other agreements and documents contemplated by this Agreement and the Deed of Warranty. (4) A copy of a letter to the Company from its auditors resigning their office with effect from Closing Date;and containing the statement referred to in section 394 of the Companies Act 1985, the original of the letter havi▇▇ ▇▇▇▇ deposited at the registered office of the Company. Similar resignation letters from the auditors of the Company's Affiliate as may be required by the Buyer. (iii5) the Series B Preferred Stock Registration Rights Agreement, duly A letter executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, as a deed in the form of Exhibit F-1, executed by such counsel I from each director and the legal opinion secretary of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiariesAffiliate, with the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”)exception of David Noble, in each case on terms reasonably satisfactory resigning his or her ▇▇▇▇▇ctive office (with effect from the end of the meetings held pursuant to the Purchaser;paragraph (ii) below). (xii6) The Account and the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment Management Accounts (as such term is defined in the Series A Holders ConsentDeed of Warranty). (7) as soon as it may practically do soClear searches in: (a) the Register of Sasines against the Landlord of the Scottish Property; and (xiiib) any other documents reasonably requested by the Purchaser or Purchaser CounselRegister of inhibitions and adjudications against the Landlord and the Company. (ii) On Closing the Sellers shall cause: (1) A board meeting of the Company at which: (a) transfers of the Spider Ordinary Shares shall be approved for registration (subject only to their being duly stamped); (b) At the Closing, the Purchaser or an authorized officer thereof Richard J. Thompson and ▇▇▇▇▇▇ ▇'▇▇▇nell shall deliver or cause to be delivered to ▇▇▇▇▇▇▇ed directors and secretary of the Company to take effect at the following: close of the meeting; and (ic) all existing mandates shall be revoked and replaced with such bank mandates as Buyer may require. (2) A board meeting of the Aggregate Purchase Price, in U.S. Dollars Company's Affiliate at which: (a) Richard J. Thompson and in immediately available funds, by wire transfer ▇▇▇▇▇▇ ▇'▇▇▇nell shall be ▇▇▇▇▇▇▇ed directors and secretary of the Affiliate to an account designated in writing by take effect at the Company for close of the meeting; and (b) all existing bank mandates shall be revoked and replaced with such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaserbank mandates as Buyer may require.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser Investor the following:following (the “Company Deliverables”): (i) a stock certificate representing 10,000 evidencing a number of Shares equal to the Investor’s Investment Amount divided by the Per Share Purchase Price, registered in the name of the PurchaserInvestor and a current shareholder list for all classes of stock outstanding; (ii) evidence an officer’s certificate to the effect that the Series B Certificate of Designations has been filed with the Secretary of State (A) each of the State conditions specified in this Section 2.2(a) and in Section 5.1 hereof is satisfied in all respects, and (B) as of Delaware and become effective on or prior to the Closing DateClosing, the Company has no Liabilities; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of Company attaching and certifying as to the Companyaccuracy of (A) its current Certificate of Incorporation and Bylaws, dated both as of amended to the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions adopted by the Board of Directors of the Board Company authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase this Agreement and the Receivables Sales Agreement among transactions contemplated hereby, and (C) a Good Standing Certificate from the Company, Wachovia Secretary of State for the State of Delaware; and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval Investor the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (iv) the resignation and release of the Series A Amendment sole officer and director of the Company, such resignation to be automatically effective on the tenth day following the mailing of an information statement on Schedule 14f-1 to the Company’s stockholders announcing a change of control. (as such term is defined in v) the Series A Holders ConsentTransaction Documents; (vi) as soon as it may practically do socorrect and complete copies of all federal and state income returns, from fiscal year 2007 through fiscal year 2012; and (xiiivii) any other documents pay-off letters and releases relating to all of the Company’s outstanding indebtedness and liabilities as it will have reasonably requested by and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser or Purchaser Counsel.Investor; and (viii) Bank account information and specimen signatures for the corporate accounts of the Company; and (b) At the Closing, the Purchaser or an authorized officer thereof Investor shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Priceits Investment Amount, in U.S. Dollars United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered in such form reasonably satisfactory to Buyer, unless otherwise waived by Buyer, in its sole discretion: 2.2.1 The Company and/or the Company Seller, as applicable, shall deliver have delivered, or cause caused to be delivered delivered, to the Purchaser Buyer the following: (a) membership interest powers duly endorsed in blank transferring all of the Membership Interests to Buyer; (i) a certificate representing 10,000 Shares registered in the name copy of the Purchaser; (ii) evidence that the Series B Certificate articles of Designations has been filed with the Secretary organization of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary each member of the Company, dated (ii) a copy of the limited liability company agreement of the Company as in effect as of the Closing Date, certifying (iii) a good standing certificate for the Company as to: of a date no more than 30 days prior to the Closing Date from the appropriate officials of the State of Florida, (Aiv) a resolution of the signatures governing body of the Company and titles the Company Seller approving this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, and (v) resignations, effective as of the Closing, of the officers of the Company executing each Company, and all directors and/or managers of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the TransactionsCompany; (xc) a cash fee in the amount Executed Buyout Agreements with each holder of $100,000Phantom Units; (xid) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Employee Benefits Transition Services Agreement among the Buyer, Company Seller, Hillcour and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended Company (the “Revolving Credit FacilityBenefits TSA”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiiie) any other documents reasonably requested by A duly signed IPAA. 2.2.2 Buyer shall have delivered, or caused to be delivered, to the Purchaser or Purchaser Counsel.Company Seller and Marpai Sellers the following: (a) To the Company Seller, the Buyer Stock comprising the Projected Company Consideration; (b) At To the ClosingOriginal Noteholders and the Marpai Stockholders, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to Buyer Stock representing the Company Marpai Consideration; (c) To the following: New Noteholders, the New Buyer Notes; (i) a copy of the Aggregate Purchase Pricecertification of incorporation of Buyer, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document a good standing certificate of Buyer as of a date no more than 30 days prior to the Closing Date from the appropriate officials of the State of Delaware, and (including iii) a resolution of the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ governing body of Buyer approving this Agreement Supplement and the Voting Transaction Documents, and the transactions contemplated hereby and thereby; and (e) the Benefits TSA. 2.2.3 Marpai and/or Marpai Sellers, as applicable, shall have delivered, or caused to be delivered, to Buyer the following: (a) Stock powers duly endorsed in blank transferring all of the Marpai Stock to Buyer; (b) The Marpai Notes, or evidence of/certification to destruction thereof; and (c) (i) a copy of the Certificate of Incorporation of Marpai, (ii) a copy of Marpai’s Bylaws as has been in effect for the previous twelve months, (iii) a good standing certificate as of a date no more than 30 days prior to the Closing Date from the appropriate officials of the State of Delaware, and (iv) a resolution of the governing body of Marpai approving this Agreement Amendment) to which and the Purchaser is a signatoryTransaction Documents, duly executed by and the Purchasertransactions contemplated hereby and thereby.

Closing Deliveries. (a) Deliveries by the Companies and the Stockholders. At the ------------------------------------------------ Closing, the Company shall deliver or cause Companies and the Stockholders will make the following deliveries to be delivered to the Purchaser the followingTetra Tech: (i) a A certificate representing 10,000 Shares registered in the name of the Purchaser;President of the Companies certifying that: (A) The representations and warranties made by the Companies and the Principal Stockholder in this Agreement remain true and correct; and (B) The resolutions attached to the Certificate, which authorize and approve this Agreement and the transactions contemplated herein, have been adopted by the Board of Directors of each Company and the Stockholders. (ii) evidence that An opinion of counsel of Piper & Marbury L.L.P., counsel for the Series B Certificate Companies and the Stockholders, dated the Effective Date and addressed to Tetra Tech, in substantially the form of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date;Exhibit ------- 7.2A attached hereto. ---- (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ An Employment Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-17.2B ------------ attached hereto (the "Employment Agreement"), executed signed by such counsel the Principal Stockholder. (iv) A Noncompetition and the legal opinion of in-house counsel of the Company Nondisclosure Agreement in the form of Exhibit F-27.2C attached hereto (the "Noncompetition Agreement"), executed ------------ signed by such counsel;the Principal Stockholder. (v) A Registration Rights Agreement in the form of Exhibit ------- 7.2D attached hereto (the "Registration Rights Agreement"), signed by ---- each of the Stockholders. (vi) An Investment Letter in the form of Exhibit 7.2E ------------ attached hereto signed by each of the Stockholders. (vii) Evidence satisfactory to Tetra Tech that the Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. (viii) a certificate dated as Evidence satisfactory to Tetra Tech regarding the payment to the Stockholders of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party /R Distribution and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselCash Distribution. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, Odimo and/or the Company Odimo Stockholders shall deliver have delivered or cause caused to be delivered to SCSI and the Purchaser SCSI Shareholder the following: (i) a certificate representing 10,000 Shares registered in this Agreement duly executed by Odimo and the name of the PurchaserOdimo Stockholders; (ii) evidence letter of resignation from Odimo’s current sole officer, with her resignation as to all of the offices she currently holds with Odimo to be effective on the Closing Date, and confirming that she has no claim against Odimo in respect of any outstanding remuneration or fees of whatever nature as of the Series B Certificate Closing; (iii) letters of Designations has been filed resignation from all current members of Odimo’s Board of Directors, with the Secretary resignations of State such directors to take effect on the Closing Date immediately after the appointment of the State New Directors (as defined below); (iv) resolutions duly adopted by the Board of Delaware Directors of Odimo approving the following events or actions, as applicable: a. the execution, delivery and become performance of this Agreement; b. the Transaction Documents and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the Board of Directors at three (3); e. the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇ as Chairman of the Board of Directors and the appointment of ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ as additional directors to serve on Odimo’s Board of Directors on the date the resignation of Odimo’s current directors becomes effective (collectively the “ New Directors”); f. the appointment of the following persons as officers of Odimo, effective on or the Closing Date: ▇▇▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer and President ▇▇▇▇▇▇ ▇▇▇▇ Chief Financial Officer and Treasurer ▇▇▇▇▇▇ ▇▇▇▇ Secretary g. the change of the Odimo’s fiscal year end from December 31st to September 30th. (v) a certificate of good standing for Odimo from its jurisdiction of incorporation, dated not earlier than two (2) days prior to the Closing Date; (iiivi) the Series B Preferred Stock Registration Rights Agreement, Lock-up Agreement in the form attached hereto as Exhibit A duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and AlkestOdimo Stockholder; (vii) an irrevocable instruction letter signed by the legal opinion President of Company CounselOdimo addressed to Odimo’s transfer agent of record, in a form reasonably acceptable to SCSI and consistent with the form terms of Exhibit F-1this Agreement, executed by such counsel and instructing the legal opinion of in-house counsel transfer agent to issue stock certificates representing the Odimo Shares to be delivered pursuant to this Agreement registered in the names of the Company SCSI Shareholder as set forth in the form of Exhibit F-2, executed by such counselAnnex I; (viii) a certificate shareholder list of Odimo as certified by the Odimo’s Secretary or transfer agent, dated as within two (2) days of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredDate; (ix) a certificate of the Secretary of the CompanyOdimo, dated as of the Closing Date, certifying as to: to (Ai) the signatures and titles incumbency of the officers of the Company Odimo executing each this Agreement and all exhibits and schedules hereto and all other Transaction Documents, (ii) a copy of the Transaction Documents to which Certificate of Incorporation and By-Laws of the Company is a party; Odimo, as in effect on and as of the Closing Date, and (Biii) a copy of the resolutions of the Board of Directors of the Odimo authorizing and approving the Odimo’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents to which the Company is a party Documents, and the TransactionsTransactions contemplated thereby; (x) a cash fee in the amount of $100,000all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by SCSI’s representatives with respect to Odimo; (xi) a statement from the Company shall have delivered evidence reasonably satisfactory to Odimo’s transfer agent regarding the Purchaser that number of issued and outstanding shares of common stock immediately before the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser;Closing; and (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents as SCSI and/or the SCSI Shareholder may reasonably requested by request in connection with the Purchaser or Purchaser CounselTransactions contemplated hereby. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, the Company Seller Parties shall deliver deliver, or cause to be delivered delivered, to the Purchaser Buyer each of the following: (i) a certificate representing 10,000 Shares registered in the name of the PurchaserAssignment and Assumption Agreement, duly executed by Seller Parties; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing DatePatent Assignment Agreement, duly executed by Seller Parties; (iii) the Series B Preferred Stock Registration Rights Clinical Manufacturing and Supply Agreement, duly executed by the Company;[***]; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company;consents set forth on Schedule 10.1(e); and (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Officer’s Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Companyeach Seller Party, dated as of the Closing Date, signed by a duly authorized officer of each Seller Party, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments conditions specified in Sections 10.1(a) (collectively, the “Facilities Amendments”Accuracy of Representations) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association 10.1(b) (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xiiSeller Parties’ Performance) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselbeen fulfilled. (b) At the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver deliver, or cause to be delivered delivered, to the Company Seller Parties each of the following: : (i) Assignment and Assumption Agreement, duly executed by Buyer; (ii) Patent Assignment Agreement, duly executed by Buyer; (iii) Clinical Manufacturing and Supply Agreement, duly executed by Buyer; (iv) Officer’s Certificate, dated as of the Aggregate Purchase PriceClosing Date, signed by a duly authorized officer of Buyer, certifying that the conditions specified in U.S. Dollars Sections 10.2(a) (Accuracy of Representations) and in immediately available funds, 10.2(b) (Buyer’s Performance) have been fulfilled; and (v) by wire transfer to an account designated specified by Seller Parties no later than [***] prior to the Closing Date, in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreementimmediately available funds, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserUpfront Fee.

Closing Deliveries. (a) At the Closing, the Company Parties shall take the following actions: (a) Seller shall deliver or cause to be delivered to the Purchaser the followingBuyer: (i) a certificate representing 10,000 Shares registered in the name receipt evidencing receipt by Seller of payment and delivery by Buyer of the PurchaserEstimated Purchase Price; (ii) evidence that certificates representing the Series B Certificate Acquired Company Shares to be transferred by CIGI, duly executed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; (iii) copies (or other evidence) of Designations has been all valid approvals or authorizations of, filings or registrations with, or notifications to, all Governmental Entities required to be obtained, filed with or made by Seller in satisfaction of Section 6.1(a) and Section 6.2(c); (iv) duly executed Raydon/Phoenix Stop Loss Agreement; (v) duly executed ADR Amendment; (vi) Retrocession Agreement executed by Hannover Re; (vii) the Secretary officer’s certificates contemplated in Section 6.2(a) and Section 6.2(b); (viii) a letter substantially in the form attached as Exhibit G from Hannover Re, and acknowledged by the Acquired Company and Acquired Company, Subsidiaries terminating the Hannover Re Collateral Facility as of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate certification, duly completed and executed by Seller pursuant to Section 1.1445-2(b)(2) of the Secretary Treasury Regulations, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the TransactionsCode; (x) a cash fee in the amount common seal (if any), certificate of $100,000incorporation including any amendments, minute books, stock ledgers and statutory registers relating to the Acquired Company and the Acquired Company Subsidiaries duly recorded up to Closing; (xi) a certificate prepared by the Company shall have delivered evidence reasonably satisfactory to the Purchaser Chief Financial Officer of Clarendon National certifying that the Acquired Company has obtained amendments (collectivelyNotes have been validly contributed to Clarendon National, the “Facilities Amendments”) to certain provisions free and clear of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaserall Liens; (xii) the Company shall have delivered written resignations, expressed to the Purchaser a letter confirming its intention to seek approval take effect as of the Series A Amendment (as such term is defined in Closing, of the Series A Holders Consent) as soon as it may practically do sodirectors of each of the Acquired Company and each Acquired Company Subsidiary; and (xiii) any other all such additional instruments, documents and certificates provided for by this Agreement or as may be reasonably requested by Buyer in connection with the Purchaser or Purchaser Counselclosing of the transactions contemplated by this Agreement. (b) At the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company the following: Seller: (i) cash in an amount equal to the Aggregate Estimated Purchase Price, in U.S. Dollars and in immediately available funds, which shall be made by wire transfer of immediately available funds to an the account or accounts designated in writing by the Company for such purpose; and Seller pursuant to Section 2.5; (ii) each Transaction Document copies (including or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications to, all Governmental Entities required to be obtained, filed or made by Buyer in satisfaction of Section 6.1(a) and Section 6.3(c); (iii) the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ officer’s certificate contemplated in Section 6.3(a); and (iv) Retrocession Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by Fitzwilliam Insurance Limited and Parent; (v) all such additional instruments, documents and certificates provided for by this Agreement or as may be reasonably requested by Seller in connection with the Purchaserclosing of the transactions contemplated by this Agreement.

Closing Deliveries. (a) Subject to the provisions of this Section 2.3, at each Closing, the Company shall deliver or cause to be delivered to each Investor participating in such Closing, against the delivery by such Investor of the Investment Amount, the following (the “Company Deliverables”): (i) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent for the requisite number of Shares to be delivered to such Investor at such Closing; (ii) certificates representing the Warrants included in the Units sold to such Investor at such Closing; (iii) a certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the applicable Closing Date, certifying to the fulfillment of the conditions specified in Article 5 (the “Company Officer Certificate”); (iv) a certificate executed on behalf of the Company by its secretary dated as of the First Closing Date, certifying the resolutions adopted by the board of directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company (the “Company Secretary Certificate”). The foregoing certificate shall only be required to be delivered on the First Closing Date, unless any material information contained in the certificate has changed; (v) the legal opinion of Company Counsel, in agreed form, addressed to the Investors and the Placement Agent; (vi) this Agreement, duly executed by the Company; and (vii) the Registration Rights Agreement, duly executed by the Company. (b) At the each Closing, the Company shall deliver or cause to be delivered to the Purchaser Placement Agent Placement Agent Warrants to purchase a number of shares of Common Stock derived by dividing an amount equal to 4.5% of the following:gross proceeds raised from Eligible Investors at such Closing by $1.00. (ic) a certificate representing 10,000 Shares registered By the applicable Closing, each Investor shall deliver or cause to be delivered the agreements specified in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights AgreementSection 5.2(d), each duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed signed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments Investor (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“WachoviaInvestor Deliverables”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (bd) At the each Closing, the Purchaser or an authorized officer thereof each Investor participating in such Closing shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase PriceCompany, its Investment Amount, in U.S. Dollars United States dollars and in immediately available funds, by wire transfer to an the account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) The Company shall have delivered to SPAC a certificate representing 10,000 Shares registered in certificate, dated the name Closing Date, signed by an executive officer of the Purchaser;Company in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.3(a), Section 7.3(b), and Section 7.3(c). (ii) evidence that the Series B Certificate The Company, Merger Sub I and Merger Sub II shall each have delivered to SPAC a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of Designations has been filed with the Secretary of State its Organizational Documents as in effect as of the State Closing Date (immediately prior to the First Effective Time), (B) the resolutions of Delaware its board of directors and become effective on shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party or by which it is bound, and the consummation of the Transaction, and (C) the incumbency of its officers authorized to execute this Agreement or any Transaction Document to which it is a party or otherwise bound. (iii) The Company, Merger Sub I and Merger Sub II shall each have delivered to SPAC a good standing certificate (or similar documents applicable for its jurisdiction of organization) for each of the Company, Merger Sub I and Merger Sub II certified as of a date no earlier than thirty (30) days prior to the Closing Date;Date from the proper Governmental Authority of the jurisdiction of organization of the Company, Merger Sub I or Merger Sub II. (iiiiv) The Company shall have delivered evidence of the Series B Preferred Stock termination of the Investor Rights Agreement duly executed by the Company and each holder party thereto. (v) The Company shall have delivered written evidence reasonably acceptable to SPAC of the Company’s assumption of the obligations under the SPAC Indemnification Agreement. (vi) SPAC shall have received a copy of the Registration Rights Agreement, duly executed by the Company;Company and each Company Shareholder party thereto. (ivvii) The Lockup Agreements with the Series A Holders ConsentCompany Shareholders set forth on Section 1.5 of the Company Disclosure Schedules, duly (including any other Lockup Agreements executed by Plainfield, Alkest with Company Shareholders prior to the Closing) shall be in full force and effect in accordance with the Company;terms thereof as of the Closing. (vviii) The Amended SPAC Registration Rights Agreement shall be in full force and effect in accordance with the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest;terms thereof as of the Closing. (viix) SPAC shall have received a copy of the Voting Agreement AmendmentAssignment and Assumption Agreement, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions;. (x) a cash fee in the amount of $100,000; (xi) the The Company shall have delivered evidence reasonably satisfactory to constituted the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), Post-Closing Board in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselaccordance with Section 6.15. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the ClosingThe Equityholder shall deliver, the Company shall deliver or cause to be delivered delivered, to the Purchaser the followingBuyer: (i) a certificate representing 10,000 Shares registered an irrevocable power or assignment, in form and substance reasonably acceptable to Buyer, effecting the name transfer of the PurchaserEquity Interests to Buyer, duly executed by the Equityholder, together with any certificates representing the Equity Interests; (ii) evidence that releases, in substantially the Series form attached hereto as Exhibit A (the “Releases”), executed by each Premier Party; (iii) a restrictive covenant agreement, in substantially the form attached hereto as Exhibit B Certificate (the “Restrictive Covenant Agreement”), executed by each Premier Party; (iv) a transition services agreement among Buyer, the Company, and the Premier Parties, in substantially the form attached hereto as Exhibit C (the “Transition Services Agreement”), executed by the Company and the Premier Parties; (v) an (A) amended and restated facilitation agreement, in substantially the form attached hereto as Exhibit D-1, executed by Premier Alliance, Innovatix, the Company and Communities Program Management, LLC and (B) amended and restated B&I Channel Partnership Agreement, in substantially the form attached hereto as Exhibit D-2, executed by Premier Alliance, Innovatix and the Company (collectively, the “A&R Channel Partnership Agreements”); (vi) the certificate of Designations has been filed with formation of the Company, certified by the Secretary of State of the State of Delaware, and a certificate of good standing from the State of Delaware and become effective on or each other jurisdiction in which the Company is qualified to do business, each dated within ten (10) Business Days prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: Company (A) certifying that attached thereto is a complete and accurate copy of the signatures limited liability company agreement of the Company, (B) certifying that attached thereto are copies of all requisite resolutions or actions approving the execution and titles delivery of this Agreement and the consummation of the transactions contemplated hereby and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated hereby and (C) certifying as to the incumbency of the officers of the Company executing each this Agreement and any other documents being executed in connection with the consummation of the Transaction Documents to which transactions contemplated hereby; (viii) a certificate of the Company is a party; Secretary of each Premier Party (other than the Company) (A) certifying that attached thereto are copies of all requisite resolutions or actions approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated hereby and (B) resolutions certifying as to the incumbency of the Board authorizing officers of each Premier Party executing this Agreement and approving all matters any other documents being executed in connection with the consummation of the transactions contemplated hereby; (ix) invoices, in form and substance reasonably satisfactory to Buyer, regarding the payment of all Transaction Documents Expenses (other than those relating to which bonuses or similar payments to employees or the Company is a party and the Transactionspayment of any employment Taxes payable in connection therewith); (x) a cash fee resignations, effective as of the Closing, of each member of the governing body of the Company and of each officer of the Company as requested by ▇▇▇▇▇ at least three (3) Business Days prior to the Closing, executed by such individuals in the amount of $100,000such capacities; (xi) a funds flow statement, in the Company shall have delivered evidence reasonably satisfactory form mutually agreed to by ▇▇▇▇▇ and the Purchaser that the Company has obtained amendments Equityholder (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“WachoviaFunds Flow Statement”), as administrative agent, as amended setting forth the Closing Cash Amount that the Equityholder will be entitled to receive at Closing and the amount of any Taxes that are required to be withheld or deducted therefrom (in accordance with the “Revolving Credit Facility”procedures described in Section 1.7), and if any, executed by the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserEquityholder; (xii) [Intentionally Deleted]; (xiii) a certificate certifying that the conditions specified in Sections 5.1(a) and 5.1(b) have been satisfied, executed by the Premier Parties; (xiv) evidence reasonably satisfactory to Buyer (A) confirming the release of liens, guarantees and other obligations of the Company shall and the Contributed Assets and related security interests in the assets of, and Equity Interests in, the Company, and (B) of confirmation from the lenders party thereto that the transactions contemplated by this Agreement, including the Restructuring, are permitted under the Credit Agreement; (xv) evidence reasonably satisfactory to Buyer that the agreements listed on Section 1.5(a)(xv) of the Disclosure Schedule have delivered been terminated with no future Liability to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment Company or Buyer; (as such term is defined xvi) an escrow agreement in the Series A Holders Consent) form attached hereto as soon as it may practically do soExhibit E (the “Escrow Agreement”), executed by Equityholder and the Escrow Agent; and (xiiixvii) any other documents reasonably requested by a properly executed and completed IRS Form W-9 from the Purchaser or Purchaser CounselEquityholder. (b) At the ClosingBuyer shall deliver, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered delivered, to the Company the following: Equityholder: (i) the Aggregate Purchase Price, Price in U.S. Dollars accordance with Section 1.2(b) and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and Funds Flow Statement; (ii) each Transaction Document the Releases, executed by ▇▇▇▇▇; (including iii) the Series B Preferred Stock Registration Rights Restrictive Covenant Agreement, executed by ▇▇▇▇▇; (iv) the Series A Holders ConsentA&R Channel Partnership Agreements, executed by Communities Program Management, LLC and Buyer, as applicable; (v) the Stockholders’ Agreement Supplement Transition Services Agreement, executed by ▇▇▇▇▇; (vi) the Funds Flow Statement, executed by ▇▇▇▇▇; (vii) the Escrow Agreement, executed by ▇▇▇▇▇; and (viii) a certificate certifying that the conditions specified in Sections 5.2(a) and the Voting Agreement Amendment5.2(b) to which the Purchaser is a signatoryhave been satisfied, duly executed by the PurchaserBuyer.

Closing Deliveries. (a) At the On or prior to Closing, the Company Seller shall deliver have delivered (or cause caused to be delivered have been delivered) to the Purchaser Buyer the following: (i) all stock certificates evidencing the Shares, each of which shall have attached thereto a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Companyblank stock power, dated as of the Closing Date, certifying duly and validly executed by Seller, together with any endorsements or other documents required for the sale, conveyance, transfer and delivery of the Shares; (ii) written resignations, effective as to: of the Closing Date, of all of the members of the Board of Directors of the Company; (Aiii) written resignations, effective as of the signatures and titles Closing Date, of all of the officers of the Company executing each Company, other than ▇▇▇ ▇▇▇▇▇▇▇; (iv) a termination agreement, duly executed by Seller, terminating all of the Transaction Documents Company’s obligations arising after the Closing Date to which Seller with respect to the Company’s use of, or payments obligations with respect to, the property subject to the Warehouse Lease; (v) originals, true copies, or written confirmations of all Consents that are required to be, and have been, obtained or made by Seller or the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionstransactions contemplated hereby; (xvi) a cash fee certificate (the “Seller’s Certificate”), dated the Closing Date, executed by Seller, and in the amount of $100,000; (xi) the Company shall have delivered evidence form and substance reasonably satisfactory to Buyer (A) attaching, and certifying as true, complete, and correct, the Purchaser that Company’s Certificate of Incorporation and By-laws, in each case as amended and in effect on the Company has obtained amendments date hereof (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“WachoviaOrganization Documents”), as administrative agent, as amended (the “Revolving Credit Facility”)B) attaching, and certifying as true, complete and correct, a copy of the Amended resolutions adopted by the board of directors of Seller authorizing the execution, delivery and Restated Receivables Purchase performance of this Agreement by Seller, and the Receivables Sales Agreement among the Company(C) setting forth, Wachovia and the other parties thereto, each certifying as amended (collectivelytrue and correct, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserDistribution Amount; (xiivii) all corporate minute books, stock ledgers and records of the Company; (viii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soElection Form, duly executed by Seller; and (xiiiix) any such other deeds, bills of sale, assignments, forms, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer in order to effectuate the Purchaser or Purchaser Counseltransactions contemplated hereunder, each in form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Seller. (b) At the On or prior to Closing, the Purchaser Buyer shall have delivered (or an authorized officer thereof shall deliver or cause caused to be delivered have been delivered) to the Company Seller the following: : (i) the Aggregate Purchase Stated Price, in U.S. Dollars and in immediately available funds, by wire transfer of immediately available funds to an the account designated in writing by Seller prior to the Company for such purpose; and Closing; (ii) each Transaction Document originals, true copies, or written confirmations of all Consents that are required to be, and have been, obtained or made by Buyer in connection with the transactions contemplated hereby; and (including iii) such other documents and instruments as Seller or its counsel reasonably shall deem necessary to consummate the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchasertransactions contemplated hereby.

Closing Deliveries. (a) At the Closing, the Company shall : Selling Shareholder will deliver or cause to be delivered to the Purchaser the following: (i) Buyer: a certificate executed by an executive officer of Selling Shareholder representing 10,000 Shares registered and warranting to Buyer that: (A) each of Selling Shareholder's representations and warranties in this Agreement was true and correct in all material respects as of the date of this Agreement (except in the name case of any representation or warranty containing a materiality qualifier, in which case it must be accurate in all respects) and are so true and correct in all material respects as of the Purchaser; Closing Date as if made on the Closing Date (ii) evidence that except in the Series B Certificate case of Designations has been filed with the Secretary of State of the State of Delaware and become effective any representation or warranty containing a materiality qualifier, in which case it must be accurate in all respects), giving full effect to any supplemental Schedules delivered by Selling Shareholder to Buyer on or prior to the Closing Date; Date in accordance with Section 5.4, and (iiiB) Selling Shareholder has performed, in all material respects, all obligations required to be performed by it under this Agreement at or prior to the Series B Preferred Stock Registration Rights AgreementClosing; the certificate representing the Share, together with a duly executed by stock power evidencing the Company; (iv) transfer of the Series A Holders ConsentShare to Buyer; the resignations of all members of the boards of directors of the Company and its Subsidiaries, duly executed by Plainfieldeach dated or effective as of the Closing Date; subject to Section 8.6, Alkest a noncompetition, nonsolicitation and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, confidentiality agreement in substantially the form of Exhibit F-12.5(a)(iv), executed by such counsel each of Selling Shareholder, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (the legal opinion of in-house counsel "Noncompetition Agreement"); the documents provided in Sections 7.10 through 7.12, executed by Selling Shareholder; an affidavit of the Company in the form and each Purchased Subsidiary, under penalties of Exhibit F-2perjury, executed by such counsel; (viii) stating that it is not and has not been a certificate United States real property holding corporation, dated as of the Closing Date and signed by in form and substance required under Treasury Regulation Section 1.897-2; the Chief Executive Officer Bring Down Financial Statements; the corporate minute books and stock record books for the Acquired Company, including the certificates representing all issued and outstanding shares of capital stock of the Company certifying that no Bankruptcy Event (Purchased Subsidiaries; and a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.L.L., as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Companycounsel to Selling Shareholder, dated as of the Closing Date, certifying as toin usual and customary form reasonably acceptable to Buyer, to the effect that: (A) the signatures Company is a corporation incorporated, validly existing and titles in good standing under the laws of the officers State of Ohio; (B) the execution and delivery of this Agreement by Selling Shareholder and the consummation by Selling Shareholder of the Contemplated Transactions have been authorized by all necessary corporate and stockholder action; (C) this Agreement has been executed and delivered by Selling Shareholder and constitutes a valid and binding obligation of Selling Shareholder, enforceable in accordance with its terms (subject to customary exceptions); and (D) the execution and delivery of this Agreement does not, and the consummation of the Contemplated Transactions will not, violate the Organizational Documents of the Company executing or Selling Shareholder. Buyer will deliver to Selling Shareholder: a certificate executed by an executive officer of Buyer representing and warranting to Selling Shareholder that: (A) each of Buyer's representations and warranties in this Agreement was accurate in all materials respects as of the Transaction Documents to date of this Agreement (except in the case of any representation or warranty containing a materiality qualifier, in which case it must be accurate in all respects) and is accurate in all material respects as of the Company is Closing Date as if made on the Closing Date (except in the case of any representation or warranty containing a partymateriality qualifier, in which case it must be accurate in all respects); and (B) resolutions Buyer has performed, in all material respects, all obligations required to be performed by it under this Agreement at or prior to the Closing; the Closing Cash Amount, in the manner described in Section 2.2(a); subject to Section 7.13, the Noncompetition Agreement executed by Buyer; the documents provided in Sections 7.10 through 7.12, executed by Buyer; evidence reasonably acceptable to Selling Shareholder of the Board authorizing and approving all matters replacement of the letters of credit currently in connection place to support the loan with the Transaction Documents to which United Electric Cooperative for the Company is a party and the Transactions; (x) a cash fee in the principal amount of $100,000; 119,144; and an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to Buyer, dated the Closing Date, in usual and customary form reasonably acceptable to Selling Shareholder, to the effect that: (xiA) Buyer is a corporation, validly existing and in good standing under the laws of the State of Delaware; (B) the Company shall have delivered evidence reasonably satisfactory to execution and delivery of this Agreement by Buyer and the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions consummation by Buyer of the Amended Contemplated Transactions have been authorized by all necessary corporate power and Restated Credit authority; (C) this Agreement among has been executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms (subject to customary exceptions); and (D) the Company execution and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”)delivery of this Agreement does not, and the Amended consummation of the Contemplated Transactions will not, violate the Organizational Documents of Buyer. All deliveries, payments and Restated Receivables Purchase Agreement other transactions and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory documents relating to the Purchaser; (xii) the Company Closing shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselbe interdependent and none shall be effective unless and until all are effective. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the First Closing, the Company shall deliver or cause to be delivered to each Investor the Purchaser following (the following:“First Closing Company Deliverables”): (i) a certificate representing 10,000 evidencing a number of Shares equal to such Investor’s Investment Amount divided by the Per Share Purchase Price, registered in the name of the Purchasersuch Investor; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State a certificate of the State of Delaware and become effective on or prior Transfer Agent with respect to the Closing Dateoutstanding Common Stock number of the Company as of the most recent practicable date; (iii) an Officer’s Certificate and Incumbency Certificate, in agreed form, duly executed by such officers of the Series B Preferred Stock Company as of the date of the First Closing; (iv) the Registration Rights Agreement, duly executed by the Company; (ivv) the Series A Holders Consent, this Agreement duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the a legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soattached hereto; and (xiiivii) any other documents reasonably requested a copy of a certificate of good standing for the Company issued by the Purchaser or Purchaser CounselSecretary of State of Delaware as of the date of the First Closing. (b) At the First Closing, the Purchaser or an authorized officer thereof each Investor shall deliver or cause to be delivered to the Company the following: following (the “Investor Deliverables”): (i) the Aggregate Purchase Priceits Investment Amount, (A) in U.S. Dollars United States dollars and in immediately available funds, by check or by wire transfer to an the following account designated in writing by the Company for such purpose; and : Account Name: China Natural Gas, Inc. Account Number: Bank Name: ABA Routing Number: Bank Address: (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, duly executed by such Investor; and (iii) the Series A Holders ConsentAgreement duly executed by such Investor. (c) At the Second Closing, the Stockholders’ Agreement Supplement Company shall deliver or cause to be delivered to each Investor the following (the “Second Closing Company Deliverables”): (i) a certificate of the Transfer Agent with respect to the outstanding Common Stock number of the Company as of the most recent practicable date; (ii) an Officer’s Certificate and the Voting Agreement Amendment) to which the Purchaser is a signatoryIncumbency Certificate, in agreed form, duly executed by such officers of the PurchaserCompany as of the date of the Second Closing; (iii) a Warrant, registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire up to the number of shares of Common Stock equal to 15% of the Shares to be issued to such Investor; (iv) a copy of a certificate of good standing for the Company issued by the Secretary of State of Delaware as of the date of the Second Closing.

Closing Deliveries. (a) At the Closing: (i) Developer shall pay (A) all of the Closing Costs by wire transfer of immediately available funds; (B) the title insurance premiums charged for the owner's policy of title insurance on the Office Parcel in the amount of the fair market value of such parcel based on a value of Six Hundred Thousand and 00/100 Dollars ($600,000.00) per acre (including any policy premiums for insurance in excess of the amount Town is obligated to provide, lender’s policies, endorsement fees, search fees, costs, and expenses charged for the Company owner's policy of title insurance); and (C) the cost of the Survey. Each party shall be responsible for its own legal fees incurred in connection with this Agreement and the Closing. (ii) Town shall deliver or cause possession of the Project Site to be delivered Developer on the Closing Date, free and clear of all rights and claims of any other party to the Purchaser possession, use, or occupancy of the Project Site subject to the Permitted Exceptions. (iii) Developer, Tenant, and/or Town, as applicable, shall execute and deliver (or, in Town’s case, cause the applicable Town Bodies to execute and deliver) the following: (iA) a certificate representing 10,000 Shares registered in the name of Office Parcel Deed conveying to Developer fee simple title to the PurchaserOffice Parcel; (iiB) evidence a vendor's affidavit in form and substance such that the Series B Certificate Title Insurer agrees to delete the standard exceptions for non-survey matters; (C) an affidavit that Building Corp. is not a “foreign person”, in form and substance required by the Internal Revenue Code of Designations has been filed with 1986, as amended, and the Secretary of State rules and regulations promulgated thereunder; (D) a certification by Developer that all of the State representations and warranties set forth in Subsection 8(b) remain true and accurate in all respects as of Delaware and become effective on or prior to the Closing Date; (iiiE) the Series B Preferred Stock Registration Rights Agreement, duly executed by the CompanyAncillary Agreements; (ivF) an original of this Project Agreement, and, at Town’s option, a recordable memorandum of this Project Agreement; in either case, to be recorded in the Series A Holders Consent, duly executed by Plainfield, Alkest and chain of title for the CompanyProject Site; (vG) the Stockholders’ Agreement SupplementProject Loan Documents, duly executed by PSSMF and Alkestincluding the Multi-Party Agreement; (viH) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; certificates of insurance policies required pursuant to Section 13; (viiI) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated other customary documents or instruments as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents required to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters be delivered in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions issuance of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserBonds; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. At the Closing the following conditions are to be performed to the satisfaction of each Purchaser (unless waived by each Purchaser in its sole and absolute discretion) prior to the Purchasers becoming severally obligated hereunder to fund their allocable portion of the Purchase Price: (a) At the Closing, the Company shall will deliver or Shares which have been fully registered under the Securities Act of 1933, as amended (the "SECURITIES ACT") and under such state securities laws which require such registration (together with the Securities Act, "SECURITIES LAWS"), and which will be convertible into shares of Common Stock which have been fully registered under the Securities Laws, which Shares and Common Stock will be freely transferable upon acquisition by any Holder; (b) ▇▇▇▇▇ Peabody, LLP, counsel for the Company, will deliver to each of the Purchasers an opinion with respect to the Company's status as a real estate investment trust in the form of EXHIBIT B hereto; (c) ▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel for the Company, will deliver to each of the Purchasers an opinion in the form of EXHIBIT C hereto; (d) the general counsel of the Company will deliver to each of the Purchasers an opinion in the form of EXHIBIT D hereto; (e) the Company will deliver to each of the Purchasers a waiver of the ownership limitations set forth in the Articles in the form of EXHIBIT E hereto; (the "OWNERSHIP WAIVER"); and (f) the Operating Partnership will deliver to the Company an amendment to the Operating Partnership's Second Amended and Restated Agreement of Limited Partnership (the "L.P. AGREEMENT") establishing a series of preferred units (the "UNITS") of the Operating Partnership in the form of EXHIBIT F hereto (the "OP AMENDMENT"); (g) The Company will cause to be delivered to the Purchaser Purchasers a letter from Fitch IBCA, Duff & ▇▇▇▇▇▇ Credit Rating Co. confirming the following:rating of the Shares as not less than BBB- (the "RATING LETTER") in the form of EXHIBIT G hereto; (h) The Company will deliver to each of the Purchasers an officers' certificate in the form of EXHIBIT H hereto with appropriate schedules (the "OFFICERS' CERTIFICATE") and such other documents, certificates and opinions as the Purchasers may reasonably request; (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of The Company Counsel, will deliver warrants in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel EXHIBIT I hereto to purchase 267,900 shares of the Company in Company's Common Stock to Prudential Investment Management Services LLC ("PIMS")and warrants to purchase 17,100 shares of the form of Exhibit F-2, executed by such counselCompany's Common Stock to Teachers Insurance and Annuity Association as an inducement to enter into and perform under this Agreement (collectively the "Warrants"); (viiij) a certificate dated as On the date of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the purchase of the Shares by each Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the followingshall: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing be permitted by the Company for laws and regulations of each jurisdiction to which the applicable Purchaser is subject, without recourse to provisions (such purposeas Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment; (ii) not violate any applicable law or regulation; and (iiiii) each Transaction Document (including not subject the Series B Preferred Stock Registration Rights Agreementapplicable Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect prior to the date hereof. If requested by the Purchasers, the Series A Holders Consent, Purchasers shall have received an Officer's Certificate certifying as to such matters of fact as the Stockholders’ Agreement Supplement and Purchasers may reasonably specify to enable the Voting Agreement Amendment) Purchasers to which the Purchaser determine whether such purchase is a signatory, duly executed by the Purchaserso permitted.

Closing Deliveries. (a) At the First Closing, the Company shall deliver or cause to be delivered to the Purchaser GPA and Exfair (as applicable) the following: (i) a certificate representing 10,000 Shares registered in this Agreement, the name of Promissory Note, the Purchaser;Security Agreement, the Voting Agreement, the Technology License Agreement (Exhibit J), and the Amendment No. 1 to the Distribution Agreement (Exhibit K) (collectively, the “First Closing Transaction Documents”): (ii) evidence that legal opinion of Company counsel in the Series B Certificate of Designations has been filed with form agreed to by the Secretary of State of the State of Delaware and become effective on or prior to the Closing Dateparties hereto; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a an officer’s certificate dated as of the Closing Date and signed by from the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the CompanyOfficer, dated as of the First Closing Date, certifying as to: and setting forth (A) the names, signatures and titles positions of the officers of the Company executing each of the Persons authorized to execute this Agreement and any other First Closing Transaction Documents to which the Company is a party; and , (B) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the First Closing Transaction Documents, appointing the new Board of Directors and approving all matters in connection with the Certificate of Designation, (C) a copy of the Certificate of Incorporation, (D) a copy of the Bylaws, and (E) that the representations and warranties of the Company are true and correct as of the First Closing Date as though made on and as of such date and that the covenants, agreements and conditions required by the Transaction Documents to which be performed, satisfied or complied with by the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory at or prior to the Purchaser that the Company has obtained amendments (collectivelyFirst Closing Date have been performed, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser satisfied or Purchaser Counselcomplied with. (b) At the First Closing, the Purchaser or an authorized officer thereof (i) GPA and Exfair shall deliver or cause to be delivered to the Company each First Closing Transaction Document to which such entity is a party, duly executed by such party, and (ii) GPA shall deliver to the Company US$400,000 in immediately available funds, by wire transfer to an account designated in writing by the Company for the Promissory Note. (c) At the Second Closing, the Company shall deliver or cause to be delivered to Exfair the following: : (i) the Aggregate Purchase PriceConvertible Note, the Warrants, the Soussa Employment Agreement (Exhibit H) and the Registration Rights Agreement (Exhibit I) (collectively, the “Second Closing Transaction Documents”); (ii) legal opinion of Company counsel in U.S. Dollars the form agreed to by the parties hereto; (iii) an officer’s certificate from the Chief Executive Officer, dated as of the Second Closing Date, certifying and setting forth (A) the names, signatures and positions of the Persons authorized to execute the Second Closing Transaction Documents to which the Company is a party, (B) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the Second Closing Transaction Documents, appointing the new Board of Directors and approving the Certificate of Designation, (C) a copy of the Certificate of Incorporation, (D) a copy of the Bylaws, and (E) except as otherwise set forth in such certificate, that the representations and warranties of the Company are true and correct as of Second Closing Date as though made on and as of such date except where the failure of such representations and warranties to be true and correct are not in the aggregate material to the Company as at such Second Closing Date and that the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date have been performed, satisfied or complied with, by it, at or prior to such date except where the failure to perform such covenants, agreements and conditions are not in the aggregate material to the Company as of the Second Closing Date; and (iv) the written resignation of each officer and director of the Company, effective at Second Closing Date, who has not been designated to sit as an officer of the Company after the Second Closing in accordance with Section 1.3(b) or to sit on the board of directors of the Company after the Second Closing in accordance with Section 1.3(a), as the case may be. (d) At the Second Closing, Exfair shall deliver or cause to be delivered to the Company (i) each Second Closing Transaction Document to which Exfair is a party, duly executed by Exfair and (ii) US$440,000 and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement Convertible Note and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserWarrants.

Closing Deliveries. At the Closing: (a) At the ClosingSeller will deliver, the Company shall deliver or will cause to be delivered delivered, to the Purchaser the followingBuyer: (i) a certificate representing 10,000 Shares registered the various certificates, instruments and documents referred to in the name of the PurchaserArticle 10; (ii) evidence that the Series B Certificate of Designations has been filed with Ancillary Agreements, except for the Secretary of State of the State of Delaware and become effective on Intellectual Property Agreement, duly executed by Seller, Newco, AT&T Japan Ltd. or prior to the Closing DateAT&T Corp., as applicable; (iii) all required documents to cause Newco to record Buyer as a new shareholder of all the Series B Preferred Stock Registration Rights Agreement, duly executed by the CompanyNewco Shares in its shareholder record; (iv) letters of resignation effective as of the Series A Holders Consent, duly executed date of Closing from all directors and officers of Newco as requested by Plainfield, Alkest and Buyer giving Seller notice no later than three (3) Business Days prior to the CompanyClosing; (v) a true, correct and complete copy of the Stockholdersminutes of the shareholders’ Agreement Supplement, duly executed by PSSMF and Alkestmeeting of Newco approving transfer of the Newco Shares from Seller to Buyer pursuant to this Agreement; (vi) a true, correct and complete copy of the Voting resolutions of Seller approving and authorizing the execution, delivery and performance of this Agreement Amendment, duly executed by and the Company, PSSMF and Alkestcontemplated transactions; (vii) commercial register (rireki jiko zenbu shomeisho), corporate seal of Newco (including the corporate seal registered at the competent legal opinion of Company Counselaffairs bureau), in the form of Exhibit F-1, executed by such counsel and the card regarding the corporate seal for Newco to be registered at the competent legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselaffairs bureau (inkan card); (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredFormation of Seller; (ix) a certificate issued by a duly authorized officer of Seller, certifying that the Secretary documents in sub-sections (v) and (vi) of the Company, dated this Section 4.2(a) delivered to Buyer are in full force and effect or otherwise true and accurate as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters are not modified or amended in connection with the Transaction Documents to which the Company is a party and the Transactionsany way; (x) a cash fee copy of the receipt issued by the Legal Affairs Bureau acknowledging receipt of all applications required to be filed with the Legal Affairs Bureau for registration of the changes to the commercial register of Newco due to the Corporate Split and the Contribution in the amount of $100,000Kind; (xi) a legal opinion from legal counsel to Seller opining that all the Company shall approvals required to duly and validly complete the Corporate Split, Business Transfer (including the procedure of Jigo-Setsuritsu) and the Contribution in Kind under the Companies Act in Japan have delivered evidence reasonably satisfactory to the Purchaser that the Company has been duly obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”)all such approvals are valid, and all the Amended and Restated Receivables Purchase Agreement procedures required for Corporate Split, Business Transfer and the Receivables Sales Agreement among Contribution in Kind under the Company, Wachovia Companies Act of Japan have been duly and validly completed in accordance with the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser;Companies Act of Japan; and (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselas Seller and Buyer may mutually agree in writing. (b) At the Closing, the Purchaser or an authorized officer thereof shall Buyer will deliver or cause to be delivered to the Company the following: Seller: (i) the Aggregate various certificates, instruments and documents referred to in Article 11; (ii) the Ancillary Agreements, except for the Intellectual Property Agreement, duly executed by Buyer; (iii) the Purchase Price, in U.S. Dollars and in Price by wire transfer of immediately available funds, to the bank account to be designated by wire transfer Seller, which designation of bank account shall be made no later than three (3) Business Days prior to an account designated in writing by the Company for such purpose; Closing; (iv) a true, correct and (ii) each Transaction Document (including complete copy of the Series B Preferred Stock Registration Rights Agreementresolutions of Buyer approving and authorizing the execution, the Series A Holders Consent, the Stockholders’ delivery and performance of this Agreement Supplement and the Voting Agreement Amendmentpurchase of the Newco Shares; (v) commercial register (rireki jiko zenbu shomeisho) of Buyer; (vi) a certificate issued by a duly authorized officer of Buyer, certifying that the document in sub-section (v) of this Section 4.2(b) delivered to which Seller is in full force and effect or otherwise true and accurate as of the Purchaser Closing Date, and is a signatory, duly executed by the Purchasernot modified or amended in any way; and (vii) such other documents as Seller may reasonably require.

Closing Deliveries. (a) At or prior to the Closing, the Company Sellers shall deliver or cause to be delivered to the Purchaser the followingBuyer: (i) a certificate representing 10,000 Shares registered in the name of the PurchaserPurchased Assets; (ii) evidence that the Series B Certificate of Designations has been filed Sellers have, at the Sellers’ expense and without cost or other adverse consequence to the Buyer, sent all notices, made all filings and obtained all Consents (except for Consents under Third Party Agreements) and Orders required in connection with the Secretary execution and delivery of State this Agreement or the consummation of the State transactions contemplated hereby; (iii) all Ancillary Agreements to which any Seller is a party, dated the Closing Date and duly executed by such Seller; (iv) evidence of Delaware the acceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, including each of the individuals named by the Buyer in writing and become effective delivered to the Sellers on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Companydate hereof; (v) the Stockholders’ Agreement Supplement, duly restrictive covenant and work made for hire agreements executed by PSSMF each Transferred Employee in form and Alkestsubstance reasonably satisfactory to the Buyer; (vi) an opinion of counsel to the Voting Agreement AmendmentSellers, duly executed by dated the CompanyClosing Date, PSSMF and Alkestsubstantially in the form of Exhibit A; (vii) a certificate dated the legal opinion Closing Date executed by the President or other authorized officer of Company Counsel, each Seller certifying as to the satisfaction of each of the conditions set forth in Article VI substantially in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselB; (viii) a certificate dated as of the Closing Date and signed executed by the Chief Executive Officer Secretary of each Seller certifying as to the Company certifying that no Bankruptcy Event (as such term is defined director, stockholder and other resolutions authorizing the Transaction Documents substantially in the Series B Certificate form of Designations) has occurredExhibit C; (ix) a certificate of the Secretary of the Company, good standing certificates for each Seller dated as of within ten (10) days prior to the Closing Date, certifying as to: (A) the signatures and titles Date from its jurisdiction of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionsorganization; (x) a cash fee in evidence of the amount release of $100,000all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Company shall have delivered evidence reasonably satisfactory Sellers pursuant to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser;Section 6.3; and (xii) such other agreements, certificates, instruments and documents as the Company shall have delivered Buyer may reasonably request in order to fully consummate the Purchaser a letter confirming its intention to seek approval transactions contemplated by and carry out the purposes and intent of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselthis Agreement. (b) At or prior to the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company the following: Sellers: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, Closing Payment by wire transfer to an account designated in writing by the Company for such purpose; and Sellers’ Account; (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) all Ancillary Agreements to which the Purchaser Buyer is a signatoryparty, dated the Closing Date and duly executed by the PurchaserBuyer; (i) a certificate dated the Closing Date executed by the President or other authorized officer of the Buyer certifying as to the satisfaction of each of the conditions set forth in Article VII substantially in the form of Exhibit D; (iii) a certificate dated the Closing Date executed by the Secretary of the Buyer certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit E; and (iv) such other agreements, certificates, instruments and documents as the Sellers may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement.

Closing Deliveries. (a) At the Closing, the Company Seller Representative shall deliver deliver, or cause to be delivered delivered, to the Purchaser Buyer, each of the following: (i) a certificate representing 10,000 Shares registered in An assignment of limited liability company interests evidencing the name assignment by the Sellers of the PurchaserLLC Interests in agreed form; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware third party consents and become effective approvals specified on or prior to the Closing DateSchedule 3.02(a)(ii); (iii) the Series B Preferred Stock Registration Rights Agreementcertificate described in Treasury Regulation Section 1.1445-2(b)(1) from each Seller and in a form reasonably acceptable to Buyer; (iv) a resignation by each of the Sellers as managers of the Company to be effective as of the Closing; (v) all book and records relating to the organization, duly executed by ownership and maintenance of the Company in possession or control of the Sellers, if not already located on the premises of the Company; (ivvi) a payoff letter from Bank of America, which completely releases and discharges (A) the Series A Holders Consent, duly executed by Plainfield, Alkest and Company from all Encumbrances relating to the Company; ’s assets arising from indebtedness incurred with such lender and (vB) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) Sellers from the Voting Agreement Amendment, duly executed by personal guarantees they provided on behalf of the Company, PSSMF and AlkestCompany in favor of such lender; (vii) the legal opinion of Company Counsela payoff letter from De L▇▇▇ ▇▇▇▇▇▇ Financial Services, in the form of Exhibit F-1Inc., executed by such counsel which completely releases and the legal opinion of in-house counsel of discharges the Company in from all Encumbrances relating to the form of Exhibit F-2, executed by Company’s assets arising from indebtedness incurred with such counsellender; (viii) a certificate dated the Escrow Agreement duly executed by the Seller Representative, which shall be in full force and effect as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredClosing; (ix) a certificate of the Secretary certificate, signed by an officer of the Company, dated as certifying the truth and correctness of attached copies of the Closing Date, certifying as to: Company’s organizational documents (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionsincluding amendments thereto); (x) certificates, dated as of a cash fee date no earlier than 10 days prior to the Closing Date, duly issued by the applicable Governmental Authority in the amount State of $100,000New Jersey and all other jurisdictions in which the Company is qualified to conduct business, showing that the Company is validly existing or qualified to do business in such jurisdiction; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser Buyer that the Company has obtained amendments (collectivelyterminated, effective as of no later than the “Facilities Amendments”) day immediately preceding the Closing Date pursuant to certain provisions resolutions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among board of directors of the Company, Wachovia any and the other parties theretoall group severance, each as amended (collectivelyseparation or salary continuation plans, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaserprograms or arrangements; (xii) an Employment Agreement entered into between the Buyer (or its Affiliates) and M▇▇▇ ▇▇▇▇▇; (xiii) evidence of the purchase of an employer practices liability tail policy by the Company in agreed form between the Buyer and Sellers, the cost of which shall have delivered to be borne solely by the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soSellers; and (xiiixiv) any such other documents and instruments as may be reasonably requested required by the Purchaser or Purchaser CounselBuyer to consummate the transactions contemplated hereby. (b) At the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver deliver, or cause to be delivered delivered, to the Company Seller Representative each of the following: : (i) the Aggregate Purchase Price, Price Payments to the Sellers and the other payees in U.S. Dollars and the amounts set forth in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and Section 2.02(b) above; (ii) each Transaction Document a certificate, dated as of a date no earlier than 5 days prior to the Closing Date, duly issued by the applicable Governmental Authority in the State of Delaware, showing that the Buyer is in good standing and authorized to do business in such jurisdiction; (including iii) the Series B Preferred Stock Registration Rights Agreement, third party consents and approvals specified on Schedule 3.02(b)(iii); (iv) the Series A Holders Consent, the Stockholders’ Escrow Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserBuyer; (v) a certificate, signed by an officer of the Buyer, certifying the truth and correctness of attached copies of (A) the Buyer’s organizational documents (including amendments thereto) and (B) resolutions of the Board of Directors of the Buyer, authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby; and (vi) such other documents and instruments as may be reasonably required by the Sellers to consummate the transactions contemplated hereby.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the Company shall deliver or cause to be delivered to the Purchaser the followingClosing Date: (i) a certificate representing 10,000 Shares registered Note payable to the order of each Bank, each in the name amount of the Purchasersuch Bank's Commitment, duly executed by Borrower; (ii) the Mortgages and Amendments to Mortgages to be executed on the Closing Date pursuant to Section 6.1(a), duly executed and delivered by each Credit Party (as applicable), and such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent, creating first and prior Liens in the Borrowing Base Properties comprising the Minimum Collateral Amount; (iii) a Parent Pledge Agreement duly executed and delivered by Parent, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Operating and DG&M of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to Administrative Agent; (iv) a Subsidiary Pledge Agreement duly executed and delivered by Operating, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Borrower, Marine and TRF of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to Administrative Agent; (v) Facility Guarantees duly executed and delivered by Parent and each Restricted Subsidiary; (vi) such financing statements (including, without limitation, the financing statements referenced in subclause (ii) above) in form and substance acceptable to Administrative Agent and executed by each Credit Party (as applicable) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers, all of which shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (vii) a copy of the articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Series B Certificate Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of Designations has been filed with the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of State of the State of Delaware each such Credit Party that such copy is true, correct and become effective complete on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate dated of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredDate; (ix) a certificate certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested (or such other evidence satisfactory to Administrative Agent) relating to the Secretary existence of each Credit Party and to the Company, dated as effect that each such Credit Party is in good standing with respect to the payment of the Closing Date, certifying as to: (A) the signatures franchise and titles of the officers of the Company executing each of the Transaction Documents similar Taxes and is duly qualified to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters transact business in connection with the Transaction Documents to which the Company is a party and the Transactionssuch jurisdictions; (x) a cash fee in certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the amount Closing Date, executed by the Secretary or comparable Authorized Officer of $100,000each such Credit Party; (xi) copies of resolutions or comparable authorizations approving the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended Closing Transactions and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”)Loan Papers, and authorizing the Amended and Restated Receivables Purchase transactions contemplated by this Agreement and the Receivables Sales Agreement among other Loan Papers, duly adopted by the CompanyBoard of Directors (or comparable authority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, Wachovia if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) of each such Credit Party, as applicable, and that such resolutions constitute all the other parties theretoresolutions adopted with respect to such transactions, each have not been amended, modified, or revoked in any respect, and are in full force and effect as amended (collectively, of the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserClosing Date; (xii) an opinion of Jenkens & Gilchrist, P.C., s▇▇▇▇▇▇ ▇ounsel for the Company shall have delivered Credit Parties dated the Closing Date, favorably opining as to the Purchaser a letter confirming its intention to seek approval enforceability of each of the Series A Amendment (as such term is defined Loan Papers and otherwise in the Series A Holders Consent) as soon as it may practically do so; andform and substance satisfactory to Administrative Agent and Banks; (xiii) any other documents reasonably requested an opinion of Casten & Pearce, sp▇▇▇▇▇ Lo▇▇▇▇▇▇a counsel for Administrative Agent dated the Closing Date, favorably opining as to the enforceability of the Existing Mortgages (as amended by the Purchaser or Purchaser Counsel.Amendments to Mortgages), the Mortgages and the Amendments to Mortgages in Louisiana and otherwise in form and substance satisfactory to Administrative Agent and Banks; (bxiv) At an opinion of Young, Williams, Henderson & Fuselier, ▇.▇., ▇▇ecial Mississippi counsel for Administrative Agent dated the ClosingClosing Date, favorably opining as to the enforceability of the Existing Mortgages (as amended by the Amendments to Mortgages), the Purchaser Mortgages and the Amendments to Mortgages in Mississippi and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xv) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, (B) no Default or Event of Default has occurred and is continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xvi) a Certificate of Ownership Interests signed by an authorized officer thereof shall deliver or cause to be delivered Authorized Officer of Borrower (after giving effect to the Company Closing Transactions) in the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purposeform of Exhibit I attached hereto; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.and

Closing Deliveries. (a) At Upon the terms and subject to the conditions set forth in this Agreement, at or prior to the Closing, the Company SPAC shall deliver or cause to be delivered to the Purchaser the followingCompanies: (i) a certificate representing 10,000 Shares registered in counterpart to the name of the PurchaserUmbrella A&R LLCA, duly executed by SPAC; (ii) evidence that the Series B SPAC Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing DateCorporate Domestication, duly executed by SPAC; (iii) the Series B Preferred Stock SPAC Certificate of Incorporation, duly executed by SPAC; (iv) a counterpart to the Registration Rights and Lock-Up Agreement, duly executed by SPAC and certain SPAC Shareholders (including Sponsor); (v) a counterpart to the Tax Receivable Agreement, duly executed by SPAC; (vi) a counterpart to the Alvarium Contribution Agreement, duly executed by SPAC and Umbrella; (vii) the SPAC Certificate. (b) Upon the terms and subject to the conditions set forth in this Agreement, at or prior to the Closing, Alvarium shall deliver to SPAC: (i) a counterpart to the Registration Rights and Lock-Up Agreement, duly executed by certain Alvarium Shareholders; (ii) the Alvarium Certificate; (iii) counterparts to the applicable Employment Agreements, duly executed by the Alvarium Specified Employees; (iv) a completed and duly executed IRS Form W-9 or W-8 series form, as applicable, from each Alvarium Shareholder; provided, that, in the event of any failure to deliver such an IRS Form W-9 or W-8 series form, as applicable, the sole recourse of SPAC shall be to withhold Taxes on the payment of the Aggregate Transaction Consideration under this Agreement to the applicable Alvarium Shareholder (which may include withholding determined by reference to the amount realized under the Code and applicable withholding rates) to the extent required by Law; (v) a certificate, duly executed under penalties of perjury by the managing member of Alvarium Topco, in accordance with U.S. Treasury Regulations Section 1.1445-11T(d)(2)(i) certifying that fifty percent (50%) or more of the value of the gross assets of Alvarium Topco and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 897 and 1445, or that ninety percent (90%) or more of the value of the gross assets of Alvarium Topco and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 1445 and 897 plus cash or cash equivalents under Treasury Regulations Section 1.1445-11T(d), in form and substance reasonably acceptable to SPAC; and (vi) a certificate on behalf of Alvarium Topco described under Treasury Regulations Section 1.1446(f)-2(b), in each case, in form and substance reasonably acceptable to the Investor, in form and substance reasonably acceptable to SPAC. (c) Upon the terms and subject to the conditions set forth in this Agreement, at or prior to the Closing, TWMH shall deliver to SPAC: (i) a counterpart to the Umbrella A&R LLCA, duly executed by the TWMH Members; (ii) a counterpart to the Registration Rights and Lock-Up Agreement, duly executed by certain TWMH Members; (iii) a counterpart to the Tax Receivable Agreement, duly executed by the CompanyTWMH Members; (iv) a counterpart to the Series A Holders ConsentDistribution Agreement, duly executed by Plainfield, Alkest and the CompanyUmbrella; (v) counterparts to the Stockholders’ Agreement Supplementapplicable Employment Agreements, duly executed by PSSMF and Alkestthe TWMH Specified Employees; (vi) the Voting TWMH Certificate; (vii) a completed and duly executed IRS Form W-9 from each TWMH Member; provided, that, in the event of any failure to deliver such an IRS Form W-9, the sole recourse of SPAC shall be to withhold Taxes on the payment of the Aggregate Transaction Consideration under this Agreement Amendmentto the applicable TWMH Member (which may include withholding determined by reference to the amount realized under the Code and applicable withholding rates) to the extent required by Law; and (viii) a certificate, duly executed under penalties of perjury by the managing member of Umbrella, in accordance with U.S. Treasury Regulations Section 1.1445-11T(d)(2)(i) certifying that fifty percent (50%) or more of the value of the gross assets of Umbrella and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 897 and 1445, or that ninety percent (90%) or more of the value of the gross assets of Umbrella and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 1445 and 897 plus cash or cash equivalents under Treasury Regulations Section 1.1445-11T(d), in form and substance reasonably acceptable to SPAC. (d) Upon the terms and subject to the conditions set forth in this Agreement, at or prior to the Closing, the TIG Entities shall deliver to SPAC: (i) a counterpart to the Umbrella A&R LLCA, duly executed by the CompanyTIG GP Members and the TIG MGMT Members; (ii) a counterpart to the Registration Rights and Lock-Up Agreement, PSSMF duly executed by certain TIG GP Members and Alkestcertain TIG MGMT Members; (iii) a counterpart to the Tax Receivable Agreement, duly executed by the TIG GP Members and the TIG MGMT Members; (iv) a counterpart to the Distribution Agreement, duly executed by TIG MGMT, TIG GP and Umbrella; (v) counterparts to the applicable Employment Agreements, duly executed by the TIG Entities Specified Employees; (vi) the TIG GP Certificate and the TIG MGMT Certificate; (vii) the legal opinion of Company Counsela completed and duly executed IRS Form W-9 from each TIG GP Members and TIG MGMT Members; provided, that, in the form event of Exhibit F-1any failure to deliver such an IRS Form W-9, executed by such counsel and the legal opinion sole recourse of in-house counsel SPAC shall be to withhold Taxes on the payment of the Company in Aggregate Transaction Consideration under this Agreement to the form of Exhibit F-2, executed applicable TIG GP Member or TIG MGMT Member (which may include withholding determined by such counsel;reference to the amount realized under the Code and applicable withholding rates) to the extent required by Law; and (viii) a certificate dated as certificate, duly executed under penalties of perjury by the managing member of Umbrella, in accordance with U.S. Treasury Regulations Section 1.1445-11T(d)(2)(i) certifying that fifty percent (50%) or more of the Closing Date and signed by the Chief Executive Officer value of the Company certifying gross assets of Umbrella and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 897 and 1445, or that no Bankruptcy Event ninety percent (as such term is defined in the Series B Certificate of Designations90%) has occurred; (ix) a certificate or more of the Secretary value of the Company, dated as gross assets of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company Umbrella and its U.S. subsidiaries, Subsidiaries does not consist of United States real property interests within the lenders named therein meaning of Code Sections 1445 and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”897 plus cash or cash equivalents under Treasury Regulations Section 1.1445-11T(d), in each case on terms form and substance reasonably satisfactory acceptable to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselSPAC. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At or prior to the Initial Loan Closing, the Company Borrower shall deliver or cause to be delivered to Lender, all of the Purchaser following items (collectively, the following“Closing Deliveries”), each of which shall be satisfactory in form and substance to Lender: (a) originals duly executed by Borrower and each Borrower-Related Party who is a signatory thereto, of this Agreement, the Environmental Indemnity Agreement, the Assignment of Distributions, the Guaranty, the error and omissions agreement, the Company Certificates for Borrower, and each Borrower-Related Party that is an entity, and IRS tax disclosure forms for Borrower and Guarantor; (b) the most recent financial statements of Borrower and Borrower-Related Party, in the form specified in Section 9.7, and accompanied by the certification required by Section 9.7; (c) a certified copy of the Organizational Agreements of Borrower and each Borrower-Related Party that is an entity; (d) certificates of existence and good standing for Borrower and each Borrower-Related Party that is an entity, issued by the appropriate state authorities; (e) resolutions of the board of directors, managers or other governing authority of Borrower and each Borrower-Related Party that is an entity authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents, and the transactions contemplated hereby and thereby, which resolutions shall include the authorization of any one of the Principal Officer to request Loans and Advances under a Loan on behalf of Borrower during the term of this Agreement; (f) copies of the liability insurance and casualty insurance policies covering Borrower, evidence of payment of the premiums therefor through at least one year and endorsements of such policies to Lender (in accordance with and meeting the requirements of Section 9.15(a) hereof); (g) a duly executed Officer’s Certificate, dated as of the date of the Initial Loan Closing; (h) all written consents that are required with respect to or necessitated by this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby; (i) a certificate representing 10,000 Shares registered in the name duly executed copy of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights License Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiiij) any such other documents and further documents, agreements and certificates as are reasonably requested required by the Purchaser or Purchaser CounselLender. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (aA) At the Closing, the Company shall deliver have delivered or cause caused to be delivered to the Purchaser Greenome and Greenome Stockholders the following: (i) a certificate representing 10,000 Shares registered in the name of the Purchaserthis Agreement duly executed by Company; (ii) evidence letters of resignation from the Company’s sole officer, with his resignation from all positions to be effective at date of Closing and confirming that the Series B Certificate he has no claim against Company in respect of Designations has been filed with the Secretary any outstanding remuneration or fees of State whatever nature as of the State of Delaware and become effective on or prior to the Closing DateClosing; (iii) letters of resignation from all of Company’s current directors, with the Series B Preferred Stock Registration Rights Agreement, duly executed by resignations of the Companydirectors to take effect on the date of Closing and each director confirming that he has no claim against Company in respect of any outstanding remuneration or fees of whatever nature as of the Closing; (iv) documentation sufficient to evidence the Series A Holders Consentsale, duly executed by Plainfieldconveyance, Alkest and transfer of the CompanySecurities to Greenome and/or Greenome Stockholders; (v) resolutions duly adopted by the Stockholders’ Agreement SupplementBoard of Directors of Company approving the following events or actions, duly executed by PSSMF as applicable: a. the execution, delivery and Alkestperformance of this Agreement; b. fixing the number of authorized directors on the board of directors at five (5); c. the appointment of ▇▇▇▇▇▇ ▇▇▇▇ as Chairman of the board of directors to serve on the Company’s board of directors, effective on the date of Closing and the appointment of ▇▇▇▇ ▇▇▇, Suichu Li, and ▇▇▇▇▇▇▇ ▇▇▇▇ as additional directors to serve on Company’s board of directors on the date the resignation of Company’s current directors become effective; d. the appointment of the following persons as officers of Company, effective on the date of Closing (the “Greenome Officers”): ▇▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer ▇▇▇▇ ▇▇▇ President and Chief Operating Officer Suichu Li Chief Financial Officer ▇▇▇ ▇▇▇ Secretary (vi) a certificate of good standing for Company from its jurisdiction of incorporation, dated not earlier than five (5) calendar days prior to the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkestdate of Closing; (vii) an instruction letter signed by the legal opinion President of Company Counseladdressed to Company’s transfer agent of record, in a form reasonably acceptable to Greenome and consistent with the form terms of Exhibit F-1this Agreement, executed by such counsel and instructing the legal opinion of in-house counsel transfer agent to issue stock certificates representing the Securities to be delivered pursuant to this Agreement registered in the names of the Company in shareholders of Greenome as set forth under the form of Exhibit F-2, executed by such counselsignature page; (viii) a certificate shareholder list of Company as certified by the Company’s Secretary or transfer agent, dated as within five (5) calendar days of the Closing Date and signed by the Chief Executive Officer date of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredClosing; (ixxiv) a certificate of the Secretary of the Company, dated as of the Closing DateClosing, certifying as to: to (Ai) the signatures and titles incumbency of the officers of the Company executing each this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Transaction Documents to which Certificate of Incorporation and By-Laws of the Company is a party; Company, as in effect on and as of the date of Closing, and (Biii) a copy of the resolutions of the Board of Directors of Company authorizing and approving the Company’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”)Documents, and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchasertransactions contemplated thereby; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. At the First Closing the following deliveries were made: (a) At The applicable parties entered into the Closing, the Company shall deliver or cause to be delivered to the Purchaser the followingfollowing agreements: (i) a certificate representing 10,000 Shares registered in the name of the Purchaser;Investor Rights Agreement (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date;Shareholders Agreement (iii) the Series B Preferred Stock Registration Rights Assignment and Assumption Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the CompanyLetter Agreement, dated as of the First Closing Date, certifying among SLR, Hines-Sumisei US Core Properties LP and HILP, amending and supplementing the Master Agreement. (v) Reimbursement Agreement, dated as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party First Closing Date, among HILP, Holding Partnership and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselTrust. (b) At The Trust entered into the ClosingSLR Subscription Agreement with SLR; (c) Each of the Trust, MezzCo and the SPE Owners made the deliveries required to be made by it under the Master Agreement, the Purchaser or First Mortgage Loan Agreement and the Mezzanine Loan Agreement; (d) The Trust delivered certificates representing the Shares being issued to each GM Investor, Hines Investor, Holding Partnership and SLR at the First Closing to each such Person; (e) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. delivered an authorized officer thereof shall deliver or cause to be delivered opinion to the Trust (which opinion stated that it may be relied upon by each Person acquiring Shares at the First Closing) to the effect that the Trust is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended; the following: Trust requested that ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. deliver such opinion. (f) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. delivered an opinion to the Trust (which opinion stated that it may be relied upon by GMIMCo on behalf of each GM Investor) to the effect that the Trust is in compliance as of the date of the First Closing with such requirements of ERISA as are necessary to qualify the Trust as a "real estate operating company" within the meaning of the Plan Assets Regulation; the Trust requested that ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. deliver such opinion. (g) HILP delivered a letter to each of Hines 499 Park LLC and Hines ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC confirming HILP's obligations under the letter agreement, dated ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ and Hines US Core Office Properties LP regarding management fees payable to HILP with respect to ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 499 Park Avenue and Manhattan Tower. (h) The Trust and each subsidiary of the Trust entered into an indemnity agreement with the independent manager of such subsidiary. (i) HILP delivered a letter to the Aggregate Purchase Price, Trust regarding the satisfaction or waiver of the conditions set forth in U.S. Dollars and in immediately available funds, by wire transfer the Master Agreement to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including obligation of the Series B Preferred Stock Registration Rights Agreement, purchaser to acquire the Series A Holders Consent, First Closing Properties at the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserFirst Closing.

Closing Deliveries. (a) At the Closing, the Company or the Seller, as applicable, shall deliver or cause to be delivered to the Purchaser Buyer each of the following: (i) a certificate representing 10,000 Shares registered in the name duly executed by an authorized officer of the PurchaserSeller, dated as of the Closing Date, stating that the conditions specified in Sections 11.01, 11.02 and 11.03 have been satisfied; (ii) evidence that a copy of the Series B Certificate of Designations has been filed with Company Certificate, certified by the Secretary of State of the State of Delaware and become effective on or prior to a certificate of good standing of the Company from Delaware dated within ten days of the Closing Date; (iii) copies of the Series B Preferred Stock Registration Rights following, certified by an authorized officer of the Seller, (1) the resolutions or written consent duly adopted by each of the Company’s and the Seller’s respective managers authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby and (2) a copy of the Company’s operating agreement, including copies of all amendments thereto; (iv) the Payoff Letters; (v) written resignations, effective as of the Effective Time, from each director and officer of each Group Company, as applicable; (vi) invoices issued by each intended beneficiary of the Transaction Expenses that sets forth (A) the amounts required to pay in full all such Transaction Expenses owed to such creditor on the Closing Date, and (B) the wire transfer instructions for the payment of such Transaction Expenses to such Person (collectively, the “Transaction Invoices”); (vii) the Escrow Agreement, duly executed by the CompanySeller and the Escrow Agent; (ivviii) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement AmendmentStockholders Agreement, duly executed by the Company, PSSMF and Alkest;Seller; and (viiix) (A) the legal opinion Redemption Payoff Letter and (B) either (x) a release from the holders of Company Counsel, Class A Interests substantially in the form of Exhibit F-1, executed by such counsel and Section 8.02 with respect to their Class A Interests mutatis mutandis or (y) the legal opinion of in-house counsel of the Company letter agreement in the form of attached hereto as Exhibit F-2D, duly executed by such counsel;the Seller (the “Letter Agreement”). (viiib) At the Closing, Buyer shall deliver, or shall cause to be delivered, to the Seller and the Company, as applicable: (i) a certificate dated as of the Closing Date stating that the conditions specified in Sections 12.01, 12.02 and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred12.03 have been satisfied; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (Aii) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party Escrow Agreement, duly executed by Buyer and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soEscrow Agent; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (iiii) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Stockholders Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserBuyer.

Closing Deliveries. (a) At the Closing, Pubco and the Company Pubco Stockholders shall deliver have delivered or cause caused to be delivered to Dynamic Ally and the Purchaser Dynamic Ally Shareholders the following: (i) a certificate representing 10,000 Shares registered in this Agreement duly executed by Pubco and the name of the PurchaserPubco Stockholders; (ii) evidence letters of resignation from Pubco’s current officers, with their resignation as to all of the offices he or she currently holds with Pubco to be effective on the Closing Date, and confirming that each officer has no claim against Pubco in respect of any outstanding remuneration or fees of whatever nature as of the Series B Certificate Closing; (iii) letter of Designations has been filed resignation of one of Pubco’s current directors, with the Secretary resignation of State such director to be effective on the Closing Date; (iv) resolutions duly adopted by the Board of Directors of Pubco approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at five (5); e. the appointment of ▇▇ ▇▇▇▇▇ as Chairman of the State board of Delaware directors, and become the appointment of Chen Beihuang, Han Jialang, ▇▇▇▇▇ ▇. ▇▇▇▇ and He Zhiwei as additional directors, to serve on the Pubco board of directors, effective on or the Closing Date; and f. the appointment of the following persons as officers of Pubco, effective on the Closing Date, with the titles set forth opposite his name (the “Dynamic Ally Officers”): ▇▇ ▇▇▇▇▇ Chief Executive Officer, President, Secretary and Chairman of the Board ▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer (v) a certificate of good standing for Pubco from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (iiivi) an instruction letter signed by the Series B Preferred Stock Registration Rights President of Pubco addressed to Pubco’s transfer agent of record, in a form reasonably acceptable to Dynamic Ally and consistent with the terms of this Agreement, duly executed by instructing the Company; (iv) transfer agent to issue stock certificates representing the Series A Holders Consent, duly executed by Plainfield, Alkest and Pubco Shares to be delivered pursuant to this Agreement registered in the Company; (v) names of the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and AlkestDynamic Ally Shareholders as set forth in Annex I; (vii) a shareholder list of Pubco as certified by the legal opinion of Company CounselPubco’s Secretary or transfer agent, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel dated within ten (10) days of the Company in the form of Exhibit F-2, executed by such counselClosing Date; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the CompanyPubco, dated as of the Closing Date, certifying as to: to (Ai) the signatures incumbency of officers of Pubco executing this Agreement and titles all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the officers Certificate of Incorporation and By-Laws of Pubco, as in effect on and as of the Company executing each Closing Date, and (iii) a copy of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board of Directors of Pubco authorizing and approving Pubco’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents to which the Company is a party Documents, and the Transactionstransactions contemplated thereby; (ix) an opinion from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Law Office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A., counsel to Pubco, with respect to the matters set forth in Exhibit A attached hereto, addressed to Dynamic Ally and the Dynamic Ally Shareholders and dated as of the Closing Date; (x) a cash fee in the amount of $100,000;all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Dynamic Ally’s representatives with respect to Pubco; and (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents as Dynamic Ally and/or the Dynamic Ally Shareholders may reasonably requested by request in connection with the Purchaser or Purchaser Counseltransactions contemplated hereby. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser the following:following (the “Company Deliverables”): (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights this Agreement, duly executed by the Company; (ivii) one or more stock certificates (if physical certificates are required by the Purchaser; provided, however, that facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within five (5) Business Days of the Closing Date), representing the Series A Holders ConsentB Preferred Shares subscribed for by the Purchaser, duly executed by Plainfieldregistered in the name of the Purchaser or as otherwise set forth on the Investor Questionnaire of the Purchaser included as Exhibit C hereto, Alkest (the “Stock Certificates”) (or, if the Company and the CompanyPurchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Series B Preferred Shares registered in the name of the Purchaser or as otherwise set forth on the Investor Questionnaire); (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ixiii) a certificate of the Secretary of the CompanyCompany (the “Secretary’s Certificate”), dated as of the Closing Date, certifying as to: (A) the signatures resolutions adopted by the Board approving the transactions contemplated by this Agreement and titles the other Transaction Documents and the issuance of the officers Securities, (B) the current versions of the Charter and bylaws of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“WachoviaBylaws”), as administrative agentamended, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among of the Company, Wachovia and the other parties thereto, each (C) as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchasersignatures and authority of natural Persons signing the Transaction Documents and related documents on behalf of the Company; (xiiiv) certificate of good standing of the Company shall have delivered to issued by the Purchaser Maryland Department as of a letter confirming its intention to seek approval date within five (5) Business Days of the Series A Amendment date of the Closing; (as such term is defined in v) evidence of the Series A Holders Consent) as soon as it may practically do soacceptance for record of the Articles Supplementary by the Maryland Department; and (xiiivi) any other documents reasonably requested the Registration Rights Agreement duly executed by the Purchaser or Purchaser CounselCompany. (b) At On or prior to the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by the Aggregate Purchase PricePurchaser; (ii) its Subscription Amount, in U.S. Dollars dollars and in immediately available funds, by wire transfer to an account designated in writing by accordance with Section 2.1; (iii) a fully completed and duly executed Investor Questionnaire, in the Company for such purposeform attached hereto as Exhibit C; and (iiiv) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At On the ClosingClosing Date, the Company shall Databoat will deliver or cause to be delivered to the Purchaser the followingCompany: (iA) a certificate representing 10,000 Shares registered in the name general conveyance of the PurchaserAssets and all other deeds of conveyance, bills of sale, transfer and assignments, duly executed, in form and content satisfactory to the Company's solicitors, appropriate to effectively vest good and marketable title to the Assets free and clear of all encumbrances and immediately registerable in all places where registration of such instruments is necessary or desirable duly executed transfers of the Assets to the Company, duly endorsed for transfer to the Company; (iiB) evidence that written confirmation by an officer of Databoat and by ▇▇▇▇▇▇▇, in his personal capacity, as to the Series B Certificate of Designations has been filed with the Secretary of State truth and correctness of the State representations and warranties of Delaware Databoat and become effective on or prior to ▇▇▇▇▇▇▇ as of the Closing Date; (iiiC) all other corporate resolutions, agreements, assignments, consents and documentation as deemed necessary by the Company's solicitors to give effect to the transactions contemplated by this agreement in accordance with accepted commercial practice; (D) duly executed documents of transfer and waivers of moral rights by any developer or programmer of the Business reasonably required, in the opinion of the Company's solicitors, to transfer title to the Assets to the Company; (E) the Series B Preferred Stock Registration Rights Escrow Agreement duly executed by Databoat; (F) the Management Consulting Agreement executed by ▇▇▇▇▇▇▇; On the Closing Date, the Company will deliver to Databoat and ▇▇▇▇▇▇▇: (A) an acknowledgement of acceptance executed by the Company confirming the Company will deliver the certificates representing the Company Shares to which Databoat is entitled to the Escrow Agent to be held pursuant to the Escrow Agreement. Databoat acknowledges and agrees that delivery of share certificates will be delayed pending appointment of the Company's transfer agent; (B) resolutions of the shareholders of the Company appointing the directors of the Company as contemplated by this Agreement; (C) the Escrow Agreement executed by the Company and the general conveyance of business assets, as contemplated by the Escrow Agreement, duly executed by the Company; (ivD) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Management Consulting Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkesttogether with the initial bonus payment of $5,000 US contemplated by the Management Consulting Agreement; (viiE) evidence that the legal opinion Company has advanced the sum of Company Counsel, in $50,000 US to the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel operating account of the Company in for the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as development and commercialization of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of Business. On the Closing Date, certifying as to: (A) the signatures Company will advance to the Company's operating account the sum of $50,000 US for the development and titles commercialization of the officers Business. ▇▇▇▇▇▇▇ will be the sole signatory on the operating account effective as of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselclosing. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.