Common use of Closing Transactions Clause in Contracts

Closing Transactions. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, the following documents and shall take the following actions: (i) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b); (ii) Acquiror shall deliver or cause to be delivered to the MailKey Warrant Holders, the Acquiror Warrants in accordance with Section 1.2(c); (iii) Acquiror shall deliver or cause to be delivered to the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d); (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Sub. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.

Closing Transactions. (a) At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, the following documents and shall take the following actions: (i) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b); (ii) Acquiror BP Acquisition shall deliver or cause to be delivered to the MailKey Warrant HoldersCompany the following documents and/or shall take the following actions: (A) The following documents executed by Trident: (1) Consent and General Release in substantially the form attached hereto as Exhibit A; (2) The April Note; (3) The July Note; (4) All UCC-3 Termination Statements, mortgage satisfaction pieces and any other documents necessary to terminate any and all security interests of Trident under the Acquiror Warrants Trident Loan Documents; and (5) Any and all other agreements, documents or certificates necessary or desirable to consummate the Transactions; (B) The following documents executed by CSOR: (1) Consent and General Release in accordance with substantially the form attached hereto as Exhibit B; (2) The CSOR Note; and (3) Any and all other agreements, documents or certificates necessary or desirable to consummate the transactions contemplated hereby; and (C) The following documents executed by BP Acquisition: (1) The certificate described in Section 1.2(c6.2(c); (iii2) Acquiror shall deliver An incumbency certificate signed by the Manager of BP Acquisition dated at or cause to be delivered to about the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d)Closing Date; (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii3) A certificate of good standing from the Secretary of State of the State of Nevada Delaware, dated at or about the Closing Date, to the effect that Acquiror BP Acquisition is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi4) Certificate of Incorporation Formation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub BP Acquisition certified by the Secretary of State of the State of Delaware at or about the Closing Date Date, and a copy the Operating Agreement of the Bylaws of Sub BP Acquisition certified by the Secretary Managing Member of Sub dated BP Acquisition at or about the ClosingClosing Date; (xiii5) Board resolution Resolutions of Acquiror the Managing Member of BP Acquisition dated at or about the Closing Date authorizing the transactions contemplated by this Agreement Transactions, certified by the Secretary Managing Member of AcquirorBP Acquisition; (6) Assignment of Partnership Interests executed by BP Acquisition in substantially the form attached hereto as Exhibit C; (7) Power of Attorneys executed by BP Acquisition as required by the partnership agreement of the partnership to which each Interest relates, in substantially the form attached hereto as Exhibit D; (8) Adoption Agreement executed by BP Acquisition and the general partner of each partnership as required by the partnership agreement of the partnership to which each Interest relates, in substantially the form attached hereto as Exhibit E; (9) All agreements, documents and certificates required by the Operating Agreement of LS Gas, LLC to be executed by BP Acquisition in order to transfer the LS Gas Interest; and (xiv10) Board Documents required by Trident that evidence that BP Acquisition is assuming all of the obligations of the Company owed to Trident ; and (ii) The Company shall deliver or cause to be delivered to BP Acquisition the following documents and/or shall take the following actions: (A) Certificates or agreements evidencing all of the Interests or, if applicable, an affidavit of lost certificate in lieu thereof; (B) Assignment of Partnership Interests executed by the Company in substantially the form attached hereto as Exhibit C; (C) All agreements, documents and shareholder resolutions certificates required by the Operating Agreement of Sub LS Gas, LLC to be executed by the Company or LS Gas, LLC in order to transfer the LS Gas Interest; (D) The certificate described in Section 6.1(c); (E) An incumbency certificate signed by an executive officer of the Company dated at or about the Closing authorizing Date; (F) Articles of Incorporation and Bylaws of the transactions contemplated by this Agreement Company certified by the Secretary of Sub.the Company at or about the Closing Date; and (cG) Board resolutions of the Company dated at or about the Closing Date authorizing the Transactions, certified by the Secretary of the Company; and (b) Each of the parties to this Agreement shall have otherwise executed whatever any and all documents and agreements, provided whatever delivered any and all consents or approvals and shall have taken all such other actions as are required under this AgreementAgreement to effect the Transactions.

Closing Transactions. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, the following documents and shall take the following actions: (i) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b); (ii) Acquiror Seller shall deliver or cause to be delivered to ARC the MailKey Warrant Holdersfollowing: i. An Assignment of Membership Interest, duly executed by Seller, conveying all of the Acquiror Warrants Membership Interest to ARC, free and clear of all Encumbrances. ii. The written resignation of each officer and manager of SDA. iii. A certified Good Standing Certificate for SDA issued within 15 days of the Closing Date from each jurisdiction in accordance with Section 1.2(c);which it is qualified to do business. iv. A certificate of the secretary of SDA, dated the Closing Date, in form and substance reasonably satisfactory to ARC, certifying (i) the articles of organization; (ii) the certificate of good standing from each jurisdiction where SDA is qualified to do business; and (iii) Acquiror that there are no amendments to the articles of organization. v. A certificate, dated the Closing Date and signed by Seller, that each of the conditions set forth in Section 2.2(a) shall have been satisfied. vi. An amendment to the Custodian Agreement providing for (w) the return to SDA of the certificate(s) evidencing 718,563 shares (the “Escrow Shares”) of common stock, par value $0.01 per share (“Common Stock”), of ARC held by the Custodian under the Custodian Agreement (x) removal of K▇▇▇▇▇▇ as a party to the Custodian Agreement, (y) the delivery to the Custodian of a certificate evidencing 718,563 shares (the “Escrow Shares”) of Common Stock of ARC, and (z) addition of SDA as a party to the Custodian Agreement executed by SDA and all of the parties to the Custodian Agreement. vii. All other documents and instruments necessary or reasonably required by ARC to consummate the Agreement contemplated by this Agreement upon the terms and conditions set forth in this Agreement, all of which, together with the documents and instruments referred to above, shall be in form and substance reasonably satisfactory to ARC. (b) ARC shall deliver or cause to be delivered to Seller the MailKey Option Holdersfollowing: i. An amount equal to the Purchase Price by wire transfer of immediately available funds to the account or accounts designated by Seller in writing no later than three business days prior to the Closing Date. ii. A certified Good Standing Certificate for ARC issued within 15 days of the Closing Date. iii. A certificate of the secretary of ARC, dated the Acquiror Options Closing Date, in accordance with Section 1.2(d); form and substance reasonably satisfactory to Seller, certifying (i) the organizational documents of ARC; (ii) the certificate of good standing; (iii) that there are no amendments to the organizational documents; and (iv) Acquiror shall deliver any resolutions of ARC required to approve or cause to be delivered to authorize the MailKey Loan Unit HoldersAgreement. iv. A stock certificate registered in the name of K▇▇▇▇▇▇ evidencing 666,667 shares of Common Stock of ARC. v. A stock certificate registered in the name of SDA evidencing 718,563 shares of Common Stock of ARC. vi. A certificate, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and signed by a copy duly authorized officer of ARC, that each of the Bylaws of Acquiror certified conditions set forth in Section 2.2(b) have been satisfied. vii. All other documents and instruments necessary or reasonably required by Seller to consummate the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions Transactions contemplated by this Agreement certified by upon the Secretary terms and conditions set forth in this Agreement, all of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about which, together with the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Sub. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreementsinstruments referred to above, provided whatever consents or approvals shall be in form and shall have taken all such actions as are required under this Agreementsubstance reasonably satisfactory to Seller.

Closing Transactions. At The Parties shall consummate the Closing, the -------------------- following transactions shall occur, all of such transactions being deemed to occur simultaneously: (athe "Closing Transactions") MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, on the following documents and shall take the following actions:Closing Date: -------------------- (i) CertificatesSeller shall deliver to the Purchaser an Assignment of Partnership Interest in substantially the form of Exhibit B and shall --------- deliver to the Purchaser certificates representing the Acquired Shares owned by such Seller, if any, representing duly endorsed for transfer or accompanied by duly executed stock powers with all of the issued requisite state and outstanding shares of MailKey Capital Stockfederal transfer stamps affixed thereto; (ii) Investment letters (x) Purchaser shall deliver to Seller the Cash Portion in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS")immediately available funds; (iii) The MailKey Warrants Seller shall pay-off all of the Company's interest bearing Indebtedness for borrowed money as of the Closing Date in immediately available funds, as long as such Indebtedness was taken into account in determining Actual Net Equity, and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance Seller shall provide the Purchaser with Section 1.2(c) hereofappropriate pay-off letters and Lien releases with respect to such Indebtedness, to the extent reasonably available; (iv) The MailKey Options and any certificates or agreements evidencing Purchaser shall deliver to the MailKey Options for cancellation in accordance with Section 1.2(d) hereofShareholder the Non-compete Payment; (v) The MailKey Loan Units Seller shall deliver copies of all written consents given by third parties that are required for the transfer of the Acquired Partnership Interests and Acquired Shares to the Purchaser, and the consummation of the other transactions contemplated hereby or that are required in order to prevent a breach of, a default under, a termination or modification of, or any certificates acceleration of, any obligations under any material contract to which the Company or agreements evidencing any of its Subsidiaries is a party to the MailKey Loan Units for cancellation in accordance extent identified on the Contracts Schedule with Section 1.2(e) hereof;an asterisk; ------------------ (vi) A certificate executed by an authorized officer Seller shall deliver copies of MailKey to the effect that all representations resignations of each of the Company's directors and warranties made by MailKey in this Agreement are true and correct on and officers effective as of the Closing, as though originally given to Acquiror and Sub on said dateClosing Date; (vii) An incumbency certificate signed by all Seller shall deliver a copy of the officers employment agreement entered into between the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employment ---------- Agreement"), substantially in the form of MailKey dated at or about Exhibit C attached hereto, and --------- --------- the ClosingEmployment Agreement shall be in full force and effect; (viii) Copy An opinion, dated as of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing Date, from ▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel to the Company, the Seller and the Shareholder, shall be delivered by MailKeysubstantially in the form of Exhibit D attached hereto; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and--------- (ix) Board resolution Seller shall deliver copies of revised Lease agreements, with respect to each facility from which the Company now conducts its business (and to the extent that either ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or his mother is the lessor of such facility) (the "Leases"), substantially in the form of Exhibit E ------ --------- attached hereto, and the Leases shall be in full force and effect; (x) The Operating Company and Speed Shore shall have entered into a supply agreement (the "Supply Agreement") substantially in the form of ---------------- Exhibit F attached hereto. --------- (xi) An opinion, dated at or about as of the Closing authorizing Date, from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Purchaser, shall be delivered substantially in the form of Exhibit G attached hereto; --------- (xii) Seller shall deliver copies of any written third party and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein; (xiii) Seller shall deliver certified copies of the resolutions of the Company's partners approving the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b)Agreement; (iixiv) Acquiror with respect to the Company and each of its Subsidiaries, Seller shall deliver certificates of the secretary of state of such company's jurisdiction of formation or cause to be delivered to the MailKey Warrant Holders, the Acquiror Warrants in accordance with Section 1.2(c)incorporation; (iiixv) Acquiror Seller shall deliver or cause to be delivered landlord consents and estoppel certificates from the Company's and each of its Subsidiaries' landlords in form and substance satisfactory to the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d)Purchaser; (ivxvi) Acquiror Purchaser shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as certified copies of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as resolutions of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate Purchaser's board of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing directors approving the transactions contemplated by this Agreement certified by Agreement; (xvii) Seller shall execute and deliver an Assignment of all of its right, title and interest in the Secretary of Acquirorservice ▇▇▇▇ "The Underground Equipment Specialist" in form and substance satisfactory to the Purchaser; and (xivxviii) Board and shareholder resolutions of Sub dated at such other documents or about instruments as the Closing authorizing Purchaser or Seller may reasonably request to effect the transactions contemplated by this Agreement certified by the Secretary of Subhereby. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.

Closing Transactions. At Subject to the Closingconditions set forth in this Agreement, the following transactions Parties shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, consummate the following documents and shall take "Closing Transactions" on the following actionsClosing Date: (i) Certificates, if any, Each Aplio Shareholder (other than Allia) shall deliver to Net2Phone share transfer orders (ordres de mouvement) representing all of the issued and outstanding shares of MailKey Capital StockAplio Stock owned by such Aplio Shareholder in a form sufficient to transfer shares of Aplio Stock to Net2Phone free and clear of all Encumbrances; (ii) Investment letters (x) The Allia Shareholders and Net2Phone shall execute, before a Notary in The Netherlands, a share sale, purchase and transfer deed sufficient for the form attached transfer of all of the Allia Stock to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey ShareholdersNet2Phone, MailKey Warrant Holders, the MailKey Option Holders free and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS");clear of all Encumbrances. (iii) The MailKey Warrants Net2Phone shall deliver to each Aplio Shareholder his/its share of the Purchase Price to be paid at the Closing (the "Closing Date Portion of the Purchase Price") by (A) delivery of shares of Net2Phone Common Stock registered in the recipient's or its designee's name, (B) delivery of a Promissory Note in the form of Exhibit B hereto and/or (C) wire transfer of immediately available funds to an account designated by the recipient, in each case to the Persons and any certificates or agreements evidencing in the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereofamounts as set forth on Schedule 2.2; (iv) The MailKey Options Net2Phone shall pay all Indebtedness of the Company to the Persons and any certificates or agreements evidencing in the MailKey Options for cancellation in accordance with Section 1.2(d) hereof;amounts as set forth on Schedule 2.2. (v) The MailKey Loan Units Net2Phone shall deliver to the Escrow Agent for deposit into the Escrow Account a number of shares of Net2Phone Common Stock registered in the names of the Aplio Management Shareholders who are beneficiaries thereof and any certificates or agreements evidencing in the MailKey Loan Units amounts as set forth on Schedule 2.2 (one half of the shares of Net2Phone Common Stock deposited into the Escrow Account shall be held as security for cancellation in accordance with Section 1.2(e) hereofthe First Anniversary Management Payment and one half of the shares of Net2Phone Common Stock deposited into the Escrow Account shall be held as security for the Second Anniversary Management Payment); (vi) A certificate Each Aplio Shareholder shall deliver to Net2Phone duly executed by an authorized officer short-form share transfer agreements or declarations for the purpose of MailKey to registration with the effect that all representations French tax authorities and warranties made by MailKey in this Agreement are true and correct on and as payment of the Closing, as though originally given to Acquiror and Sub on said datecorresponding transfer tax; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement The Aplio Shareholders and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey ShareholdersNet2Phone, as applicable, shall deliver the following opinions, certificates and other documents and shall take the following actions: (i) Acquiror shall deliver or shall cause instruments required to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares by or on behalf of Acquiror Common Stock in payment of the Merger Consideration in accordance with such Party under Section 1.3(b)8; (ii) Acquiror shall deliver or cause to be delivered to the MailKey Warrant Holders, the Acquiror Warrants in accordance with Section 1.2(c); (iii) Acquiror shall deliver or cause to be delivered to the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d); (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Sub. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.

Closing Transactions. (a) At the Closing, the following transactions shall occur, all of such transactions being deemed Seller Representative will deliver to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, the following documents and shall take the following actionsPurchaser: (i) Certificates, if any, representing all an assignment of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) uncertificated Membership Interests in the form attached to this Agreement as of Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") A executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holderseach Seller (collectively, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b“Seller Assignment”); (ii) Acquiror shall deliver or cause to be delivered resignations, in form reasonably satisfactory to the MailKey Warrant HoldersPurchaser, effective as of the Acquiror Warrants Closing Date from those managers of the Company (solely with respect to their manager designations but not from employment by the Company) as the Purchaser may have requested in accordance with Section 1.2(c)writing at least five Business Days prior to the Closing Date; (iii) Acquiror shall deliver or cause to be delivered to a certificate of the MailKey Option Holders, manager of the Acquiror Options in accordance with Section 1.2(d); (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct Company dated as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub Closing Date and attaching with respect to the effect that Company (A) the Company’s charter and all representations and warranties of Sub under this Agreement are true and correct as of the Closingamendments thereto, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about California not more than ten Business Days prior to the Closing Date Date; (B) the Company’s operating agreement and all amendments thereto; (C) a copy certificate of good ​ ​ ​ standing of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub Company certified by the Secretary of State of the State of Delaware at or about California, issued not more than five Business Days prior to the Closing Date and a copy Date; (D) all resolutions of the Bylaws board of Sub certified by managers of the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing Company relating to this Agreement and the transactions contemplated by this Agreement; and (E) incumbency and signatures of the managers of the Company executing this Agreement certified or any other agreement contemplated by this Agreement; (iv) an escrow agreement in the form of Exhibit C executed by the Secretary Seller Representative (collectively, the “Escrow Agreement”); (v) an IRS Form W-9 (Request for Taxpayer Identification Number and Certification) completed and signed by each Seller; (vi) completed and executed copies of Acquirorthe elections to be filed with the IRS within twenty (20) days of the Closing Date by each of the Rollover Members under Section 83(b) of the Code with respect to the Consideration Shares confirming the issuance of the Consideration Shares does not constitute the receipt of any ordinary income by each such Rollover Member; (vii) payoff and release letters evidencing the repayment in full of the Closing Indebtedness; and (xivviii) Board such other documents, instruments and shareholder resolutions agreements as the Purchaser reasonably requests for the purpose of Sub dated at or about the Closing authorizing consummating the transactions contemplated by this Agreement. (b) At the Closing, the Purchaser will deliver to the Sellers: (i) an amount equal to the Estimated Purchase Price (less the Escrow Amount, the amount of the Employee Closing Payments and the value attributed to the Consideration Shares) as set forth on the Estimated Purchase Price Calculation Statement, based on the amount each Seller is entitled to receive in accordance with the Member Allocation Schedule, by wire transfer of immediately available funds to the accounts specified in the Estimated Purchase Price Calculation Statement; (ii) evidence of the issuance of certificates representing the Consideration Shares; (iii) the Escrow Agreement certified executed by the Secretary Purchaser or other mutually agreed party; and (iv) such other documents, instruments and agreements as the Seller Representative reasonably requests for the purpose of Subconsummating the transactions contemplated by this Agreement. (c) Each Simultaneously with the Closing, the Purchaser will repay and discharge (or cause to be repaid and discharged), on behalf of the parties Company, Closing Indebtedness evidenced on the Estimated Purchase Price Calculation Statement and to this be repaid pursuant to a payoff and release letter, by wire transfer of immediately available funds pursuant to written instructions provided to the Purchaser by the Seller Representative concurrently with the delivery of the Estimated Purchase Price Calculation Statement, and the Company and the Seller Representative will deliver (or cause to be delivered) to the Purchaser all appropriate payoff and release letters evidencing the repayment in full of all Closing Indebtedness and the corresponding release (or written commitment to release promptly) of any Encumbrance that each holder of Closing Indebtedness may have with respect to the Company or any Subsidiary or any of their assets. ​ ​ ​ (d) Simultaneously with the Closing, the Purchaser will pay, or cause to be paid, on behalf of the Sellers and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Seller Representative, and the Company will deliver to the Purchaser final invoices in respect of the Transaction Expenses and proof of payment with respect thereto, in form and substance satisfactory to the Purchaser. (e) Simultaneously with the Closing, the Purchaser will deliver to U.S. Bank National Association, as escrow agent (the “Escrow Agent”), the sum of $2,168,750 (the “Escrow Amount”) by wire transfer of immediately available funds to an account established by the Escrow Agent (the “Escrow Account”) at the expense of the Purchaser. The Escrow Agent will hold the Escrow Amount, together with any interest and earnings thereon, in accordance with the Escrow Agreement to be executed and delivered by the Purchaser, the Seller Representative and the Escrow Agent on or prior to the Closing Date. (f) Upon determination by the SBA of whether the Indebtedness under the PPP Loan or any portion thereof is forgivable under the CARES Act, the Seller Representative shall have otherwise executed whatever documents (i) direct CNB to deliver to the Purchaser an amount, if any, equal to the PPP Loan Non-Forgiven Amount, and agreements(ii) direct CNB to pay to the Seller Representative, provided whatever consents on behalf of the Sellers, the CNB Escrow Amount, less the PPP Loan Non-Forgiven Amount, if any, with each (i) and (ii) to be delivered by wire transfer of immediately available funds to an account designated in writing by the Purchaser or approvals and shall have taken all such actions the Seller Representative, as are applicable. (g) Upon completion of any payment required under this AgreementSection 2.3(e), the Purchaser and the Seller Representative shall direct the Escrow Agent to pay to the Seller Representative, on behalf of the Sellers, any remaining amount of the Adjustment Escrow Amount. (h) On behalf of the Company, the Purchaser shall pay, by wire transfer of immediately available funds, to the applicable payroll accounts of the Company a portion of the Estimated Purchase Price in the aggregate amount of the Employee Closing Payments for payments to the beneficiaries thereof (net of applicable withholding) on a special payroll disbursement by the Company on the Closing Date. For the avoidance of doubt, the Purchaser and the Sellers hereby acknowledge and agree that the Company will treat itself as paying the Employee Closing Payments immediately prior to the Closing Date and, as such, the Employee Closing Payments and related payroll tax payments shall be treated as pre-Closing expenses and includable on the pre-Closing period tax returns of the Company prepared by the Sellers pursuant to Section 7.1(d).

Closing Transactions. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey Buyer's obligation to consummate the Closing shall deliver, be conditioned upon Seller delivering or cause causing to be delivered, delivered to Acquiror and Sub, Buyer on the following documents and shall take the following actionsClosing Date: (i) Certificatesall transfer documents reasonably required by Buyer, if anyincluding, representing all without limitation, a Bill of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) Sale, substantially in the form attached to this Agreement annexed hereto as Exhibit 2.2(a)(ii)(x) ▇, conveying the Assets free and clear of all Liens (other than Liens securing, and in amounts no greater than, Assumed Payables and any Assumed Liabilities with respect to work in process Inventory arising under Assigned Commitments (to the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) extent such Assumed Liabilities are not reflected in the form attached to this Agreement book value of such Inventory as Exhibit 2.2(a)(ii)(y) (reflected on the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"Inventory Schedule); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b); (ii) Acquiror shall deliver or cause assignments of the Intellectual Property in form and substance reasonably satisfactory to be delivered to the MailKey Warrant Holders, the Acquiror Warrants in accordance with Section 1.2(c)Buyer's counsel; (iii) Acquiror shall deliver or cause to be delivered copies of resolutions duly adopted by Seller's Board of Directors approving the transactions contemplated by and authorizing the execution, delivery and performance by Seller of this Agreement, and a certificate as to the MailKey Option Holders, the Acquiror Options incumbency of officers of Seller executing any instrument or other document delivered in accordance connection with Section 1.2(d)such transactions; (iv) Acquiror shall deliver or cause to be delivered to a certificate of good standing of Seller certified by the MailKey Loan Unit Holders, Secretary of State of Rhode Island dated within 45 days of the Acquiror Loan Units in accordance with Section 1.2(e)Closing Date; (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as a copy of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate Articles of Incorporation of Acquiror Seller, certified by the Secretary of State of the State of Nevada at or about Rhode Island within 45 days of the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the ClosingDate; (xiivi) Certificate subject to Section 2(c), copies of Incorporation of Sub certified by all consents and waivers required from third parties to consummate the Secretary of State of transactions contemplated hereby, as well as any permits and licenses listed in any Schedule to this Agreement as in effect on the State of Delaware date hereof at no cost or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closingother adverse consequence to Buyer; (xiiivii) Board resolution evidence, satisfactory to Buyer, that all Liens (other than Liens securing, and in amounts no greater than, Assumed Payables and any Assumed Liabilities with respect to work in process Inventory arising under Assigned Commitments (to the extent such Assumed Liabilities are not reflected in the book value of Acquiror dated at such Inventory as reflected on the Inventory Schedule)) have been indefeasibly terminated, released and discharged. (viii) an original and duplicate original Articles of Amendment to Seller's Articles of Incorporation, executed by the appropriate officers of Seller, changing the name of Seller so as not to include the names "Balson-Hercules" or about "Balson-Hercules Group"; and (ix) the Services Agreement, substantially, in the form annexed hereto as Exhibit 4, executed by Seller; and (x) employment agreements substantially in the forms annexed hereto as Exhibit 5-A and 5-B, executed by William Milowitz and John Iason, respectively. (▇) ▇▇▇▇▇▇'▇ ▇▇ligat▇▇▇ ▇▇ ▇▇▇summate the Closing authorizing shall be conditioned on Buyer delivering or causing to be delivered to Seller on the Closing Date: (i) the Preliminary Net Purchase Amount; and (ii) copies of resolutions duly adopted by Buyer's Board of Directors approving the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated execution, delivery and performance by this Agreement certified by the Secretary Buyer of Sub. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement, and a certificate as to the incumbency of officers of Buyer executing any instrument or other document delivered in connection with such transactions.

Closing Transactions. At Subject to the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneouslyterms and conditions set forth in this Agreement: (a) MailKey shall deliverAmendment of Cingular Roamer Agreements. Cingular and Triton hereby amend, effective upon the Closing (or cause to be delivered, to Acquiror and Subsuch earlier date as is provided in Section 2.2), the following documents Cingular Roamer Agreements to incorporate the terms and shall take the following actions: (iconditions set forth in Schedule 2.1(a) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) hereto (the "U.S. INVESTMENT LETTERCingular Amendment Terms") executed ). Cingular and Triton hereby agree that from and after the Closing, to the extent that the Cingular Roamer Agreements have not been otherwise amended by the U.S. resident MailKey Shareholders, MailKey Warrant HoldersCingular and Triton, the MailKey Option Holders Cingular Roamer Agreements shall be deemed to have been amended to incorporate the Cingular Amendment Terms, with such other changes as are necessary to give effect thereto. Cingular and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) Triton agree that, in the form attached event that AWS PCS has delivered to this Agreement Triton PCS Holdings, Inc. the Stock (as Exhibit 2.2(a)(ii)(y) (defined under the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey ShareholdersTriton PCS Holdings Agreement), MailKey Warrant Holders, the MailKey Option Holders subject to and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as terms of the ClosingTriton PCS Holdings Agreement, then upon consummation of the Merger, the AWS Roamer Agreements shall be terminated and the Cingular Roamer Agreements, as though originally given to Acquiror amended hereby, shall govern roaming relationships between Cingular and Sub its Affiliates, on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about one hand, and Triton and its Affiliates, on the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKeyhand. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders Cingular Wireless Network. From and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b); (ii) Acquiror shall deliver or cause to be delivered to the MailKey Warrant Holders, the Acquiror Warrants in accordance with Section 1.2(c); (iii) Acquiror shall deliver or cause to be delivered to the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d); (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about after the Closing (or such earlier date as is provided in Section 2.2), subject to any applicable FCC rules and other Legal Requirements that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Sub. (c) Each of the parties to this Agreement may be adopted hereafter regarding customer disclosures, Triton shall have otherwise executed whatever documents the right to communicate, subject to Cingular's prior written approval, which will not be unreasonably withheld or delayed (with Cingular to respond to any request by Triton for such approval within 10 Business Days), orally and agreementsin writing to its customers and potential customers and in Triton's in-store and print collateral materials (such as signs, booklets, brochures, pamphlets, network maps and charts) and website collateral materials (such as website pages, network maps and charts) (but only in the same type, style and size as other similar technical information, but not in other types of promotional materials or advertising), that Cingular is the preferred wireless network provider for roaming for Triton's customers' out-of-territory roaming. In such connection, Triton shall not identify itself as an "affiliate," "partner" or other similar descriptive term of Cingular, but may indicate that roaming coverage is provided whatever consents or approvals and shall have taken all such actions as are required under this Agreementfor Triton customers primarily (but not exclusively) through Cingular.

Closing Transactions. At On the Closingterms and subject to the conditions set forth in this Agreement, the following transactions shall occur, all of such transactions being deemed parties agree to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, consummate the following documents and shall take on the following actionsClosing Date: (i) CertificatesSellers will deliver to Buyer certificates representing the Securities and such other instruments consistent with this Agreement as may be reasonably requested by Buyer to evidence such Sellers’ conveyance to Buyer of all right, title and interest in and to such Securities owned by Sellers, duly endorsed for transfer with all requisite state and federal transfer stamps (if any) affixed thereto and accompanied by duly executed stock powers or assignments, representing all of the issued in form and outstanding shares of MailKey Capital Stocksubstance satisfactory to Buyer; (ii) Investment letters Buyer will deliver to Seller Representative the Purchase Price by wire transfer of immediately available funds to an account which has been designated by Seller Representative not less than two (x2) in business days prior to the form attached to this Agreement Closing Date, which shall be allocated among the Sellers based on their respective Pro Rata Shares as Exhibit 2.2(a)(ii)(x) (set forth on the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS")Security Ownership Schedule; (iii) The MailKey Warrants Sellers shall deliver to Buyer all corporate books and any certificates or agreements evidencing records of the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof;Company. (iv) The MailKey Options On or prior to the Closing Date, Sellers will have delivered to Buyer all of the following: (A) copies of all consents by third parties that are required for the transfer of the Securities to Buyer or that are required for the consummation of the transactions contemplated hereby, or that are required in order to prevent a breach of, a default under, or a right of termination or modification of, any material agreement or lease to which the Company is a party or to which any portion of the property the Company is subject (including the required consents set forth on Schedule 1.3(b) attached hereto) (collectively, the “Third Party Approvals”), and pay off letters relating to the Indebtedness for borrowed money which Buyer has notified Seller Representative of its intent to repay or prepay on the Closing Date and releases of any certificates and all liens and security interests (other than (i) liens and security interests pursuant to the Master Lease Agreement, dated August 3, 2004, between the Company and U.S. Bancorp Equipment Finance, Inc. — Plastics Equipment Group and (ii) Permitted Liens ) held by third parties; (B) copies of all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby (collectively, the “Governmental Approvals”); (C) certified copies of the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (D) certified copies of the articles of incorporation and by-laws of the Company, together with a certificate of existence from the secretary of state of the state in which the Company is incorporated; (E) a certificate duly executed by each Seller that such Seller is not a foreign person, in the form provided in Treasury Regulation Section 1.1445 2(b)(2)(iii); (F) a counterpart signature page, duly executed by KRB Midland Properties LLC (“Midland”), to the Lease Agreement between Commercial Vehicle Group, Inc. (Buyer’s parent company, referred to herein as “Parent”) and Midland for the premises located at 2▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in Cabarrus County, North Carolina (the “A▇▇▇▇▇▇▇▇▇ Lease”); (G) copies of resignations effective as of the Closing Date from each officer of the Company set forth on Schedule 1.3(b)(iv)(G) attached hereto and each director of the Company; (H) a counterpart signature page, duly executed by Midland, to the Letter of Intent between Parent and Midland regarding the build-to-suit lease on the real property located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ in the City of Concord, Cabarrus County, North Carolina (the “LOI”); (I) copies of the noncompetition agreements between the Company and each of K▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and A▇▇▇▇ ▇▇▇▇▇▇▇, which agreements shall be in full force and effect and shall not have been amended or agreements evidencing modified; and (J) such other documents or instruments as Buyer may have reasonably requested to effect the MailKey Options for cancellation in accordance with Section 1.2(d) hereoftransactions contemplated hereby; (v) The MailKey Loan Units and any certificates On or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey prior to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of Closing Date, Buyer will have delivered to the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by Seller Representative all of the officers of MailKey dated at or about the Closing;following: (viiiA) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each copies of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing resolutions of Buyer’s board of directors approving the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b)Agreement; (iiB) Acquiror shall deliver or cause to be delivered a counterpart signature page, duly executed by Parent, to the MailKey Warrant Holders, the Acquiror Warrants in accordance with Section 1.2(c)A▇▇▇▇▇▇▇▇▇ Lease; (iiiC) Acquiror shall deliver or cause to be delivered a counterpart signature paged, duly executed by Parent, to the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d)LOI; (ivD) Acquiror shall deliver such other documents or cause instruments as the Seller Representative may have reasonably requested to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Subhereby. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.

Closing Transactions. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey Stonepath and Seller shall deliver, or cause deliver to be delivered, to Acquiror and Sub, the following documents and shall take Purchaser the following actionsfollowing: (i1) Certificates, if any, A certificate or certificates representing all of the issued and outstanding shares of MailKey Capital StockShares duly endorsed by Seller in blank or accompanied by assignments separate from the certificate duly endorsed in blank; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi2) A certificate executed by an authorized officer of MailKey Stonepath to the effect that that: (i) all representations and warranties made by MailKey in Stonepath under this Agreement are true and correct on and in all material respects as of the ClosingClosing Date, as though originally given to Acquiror Purchaser on the Closing Date; (ii) the Seller and Sub on said dateStonepath have performed all obligations required to be performed by them under this Agreement prior to the Closing Date; and (iii) the conditions precedent identified in Article VI have been satisfied or waived in writing; (vii3) A certificate of good standing of the Secretary of State of Washington, dated within fifteen (15) days of the Closing Date, to the effect that the Company is in good standing under the laws of such state; (4) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution Company dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey.Date; (b5) Acquiror will deliverA resignation letter from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to Stonepath (countersigned and agreed to by Stonepath) pursuant to which her employment agreement with Stonepath is terminated, including all confidentiality, non-compete and other obligations that may inhibit or shall cause otherwise interfere with her employment with the Company, with such letter to be deliveredin a form and substance satisfactory to Purchaser; (6) An opinion of Stonepath's counsel in form and substance satisfactory to the Purchaser, acting reasonably; (7) Evidence satisfactory to MailKey, the MailKey Warrant Holders Purchaser that the Company has been released from liability for all Bank Indebtedness; (8) A non-foreign person affidavit as required by Section 1445 of the Code from Seller; (9) A transition services agreement to be executed by Stonepath and the MailKey Shareholders, as applicable, the following documents and shall take the following actions:Company; (i10) Acquiror shall deliver or shall cause A non-exclusive agency agreement to be delivered to executed by Stonepath and the MailKey Shareholders certificates evidencing 25,000,000 shares Company; (11) Assumption of Acquiror Common Stock in payment all indebtedness/liability by Stonepath and indemnity of Company of any claims arising from the Merger Consideration in accordance with Section 1.3(bCompany's purchase of Customs Services International, Inc. ("CSI"); (ii12) Acquiror shall deliver or cause to be delivered Consent to the MailKey Warrant Holderstransactions contemplated hereby of Laurus Master Fund, Ltd. ("Laurus") and release by Laurus of the Acquiror Warrants Company of all liabilities, guarantees or any other obligations and release of any security interests against or in accordance with Section 1.2(c)assets of the Company; (iii13) Acquiror shall deliver or cause to be delivered to the MailKey Option HoldersSuch other documents, the Acquiror Options in accordance with Section 1.2(d); (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Sub. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or consents, and approvals and shall have taken all such actions as are required under this AgreementAgreement or as may be reasonably requested by Purchaser.

Closing Transactions. At the Closing, the parties hereto shall cause the consummation of the following transactions shall occurin the following order, all upon the terms and subject to the conditions of such transactions being deemed to occur simultaneouslythis Agreement: (a) MailKey The Class B Holders shall deliversurrender to Parent an aggregate 3,875,000 Class B Shares and Parent shall repurchase 4,100,000 Private Placement Warrants, or cause to be deliveredin each case, to Acquiror and Sub, the following documents and shall take the following actions: (i) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey pursuant to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKeyParent Sponsor Letter Agreement. (b) Acquiror will deliver, or The Domestication shall cause to be delivered, to MailKey, become effective unless the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration Domestication has previously become effective in accordance with Section 1.3(b2.3(d);. (iic) Acquiror Parent shall deliver or cause make any payments required to be delivered made by Parent in connection with the Parent Shareholder Redemption and the Sponsor Warrant Purchase. (d) Parent shall contribute to Merger Sub the amount of cash remaining in the Trust Account and the proceeds of the Equity Financing (net of underwriting fees) after giving effect to the MailKey Parent Shareholder Redemption and Sponsor Warrant Holders, Purchase. (e) The certificate of merger with respect to the Acquiror Warrants First Merger shall be prepared and executed in accordance with Section 1.2(c); (iii) Acquiror shall deliver or cause to be delivered to the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d); (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as relevant provisions of the Closing, as though originally given to MailKey on said date; DGCL (vithe “First Certificate of Merger”) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from filed with the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state;Delaware. (viiif) A The certificate of good standing from merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL and the DLLCA (the “Second Certificate of Merger”) and filed with Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of SubDelaware. (cg) Each Parent shall deposit (or cause to be deposited) with the Exchange Agent the aggregate amount of the parties cash portion of the Merger Consideration and the aggregate amount of the equity portion of the Merger Consideration, in each case, without regard to this any amounts in respect of the Series B Warrants or under the Tax Receivables Agreement (together, the “Exchange Fund”). (h) Parent shall have otherwise executed whatever documents (on behalf of the Company) pay, or, to the extent the Surviving NewCo has sufficient immediately available funds at such time, instruct the Surviving NewCo to pay, all Company Transaction Expenses set forth on the statement to be delivered by the Company to Parent prior to the Closing, that are unpaid as of such time, by wire transfer of immediately available funds as directed by the Company. (i) Parent and agreementsthe Company Holders entitled to receive payments under the Tax Receivables Agreement pursuant to Section 2.1 will enter into the Tax Receivable Agreement, provided whatever consents or approvals in the form attached hereto as Exhibit B. (j) Parent shall pay, or, to the extent the Surviving NewCo has sufficient immediately available funds at such time, instruct the Surviving NewCo to pay, the applicable Indebtedness Amount required to be paid pursuant to the Debt Financing and/or the Lender Consent and shall have taken all Amendment, if any, set forth on the statement to be delivered by the Company to Parent prior to the Closing, that are unpaid as of such actions time, by wire transfer of immediately available funds as are required under this Agreementdirected by the Company.

Closing Transactions. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliverEach Seller will cause the transfer of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register. (b) KTEC, acting on behalf and for the account of Buyer, or cause to be deliveredBuyer directly, to Acquiror and Subas applicable, the following documents and shall take the following actionswill deliver: (i) Certificatesto an account designated by the Sellers' Representative, if any, representing an amount equal the aggregate of all Portions of the issued and outstanding shares of MailKey Capital StockClosing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1; (ii) Investment letters (x) to the Escrow Agent, the Escrow Amount by wire transfer to the Escrow Account specified in the form Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS")Schedule 1; (iii) The MailKey Warrants and any certificates or agreements evidencing to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof;column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) The MailKey Options and any certificates or agreements evidencing to each Seller, a warrant in the MailKey Options form of Exhibit 2.4(b)(iv) for cancellation in accordance with Section 1.2(d) hereof; the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKeycollectively, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b"Warrants"); (ii) Acquiror shall deliver or cause to be delivered to the MailKey Warrant Holders, the Acquiror Warrants in accordance with Section 1.2(c); (iii) Acquiror shall deliver or cause to be delivered to the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d); (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Sub. (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the parties directors of the Acquired Company, give such resigning directors discharge, to this Agreement shall have otherwise executed whatever documents the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and agreements2013, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreementelect directors to fill the resulting vacancies on its Board of Directors.

Closing Transactions. (a) At the Closing, the Parties will cause the following actions and transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, taken or completed in the following documents order on the terms and shall take subject to the following actionsconditions of this Agreement: (i) Certificates, if any, representing all of Class A Restricted Voting Shares held by BCAC Dissenting Shareholders who duly exercised their BCAC Dissent Rights will be transferred to Parent and such BCAC Dissenting Shareholders will cease to have any rights as Parent Public Shareholders other than the issued and outstanding shares of MailKey Capital Stock;right to be paid the fair value for their Class A Restricted Voting Shares by Parent. (ii) Investment letters Sponsor will surrender to Parent for cancellation (xA) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") 3,000,000 Founder’s Shares and (yB) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS");4,000,000 Founder’s Warrants. (iii) The MailKey Warrants Domestication will become effective, whereupon (A) each Class A Restricted Voting Share and any certificates or agreements evidencing each Founder’s Share (other than those surrendered pursuant to Section 1.2(a)(ii)) will be converted into one NV Parent Common Share, (B) each Founder’s Warrant (other than those surrendered pursuant to Section 1.2(a)(ii)) and each Parent Public Warrant will continue and remain outstanding as one NV Parent Warrant, (C) Parent will file articles of incorporation with the MailKey Warrants Secretary of State of Nevada (in substantially the form attached hereto as Exhibit D, the “NV Parent Charter”) and adopt bylaws in substantially the form attached hereto as Exhibit E (collectively, the “NV Parent Organizational Documents”), each reflecting “Vintage Wine Estates, Inc.” as Parent’s corporate name, and (D) the Parent 2021 Omnibus Incentive Plan in substantially the form attached hereto as Exhibit F (the “Omnibus Incentive Plan”), which will reserve a number of NV Parent Common Shares for cancellation future awards representing at least 10% of the outstanding NV Parent Common Shares immediately following the Effective Time, as previously approved by the Parent Board will become effective (the events set forth in accordance with this Section 1.2(c) hereof;1.2(a)(iii), the “Domestication Events”). (iv) The MailKey Options NV Parent Common Shares held by Parent Public Shareholders who duly elected to redeem their Parent Public Shares pursuant to the Redemption Right will be redeemed and cancelled and such Parent Public Shareholders will cease to have any certificates or agreements evidencing rights as shareholders of Parent other than the MailKey Options for cancellation right to be paid the redemption amount of their Class A Restricted Voting Shares in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar BC Parent Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror At the Closing, and following the actions and transactions described in Section ‎1.2(a), the Parties will deliver, or shall cause the following actions and transactions to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, taken or completed in the following documents order on the terms and shall take subject to the following actionsconditions of this Agreement: (i) Acquiror shall deliver Parent will deposit (or shall cause to be delivered to deposited) with the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of Exchange Agent the Merger Consideration in accordance with Section 1.3(bless the Adjustment Escrow Deposit (the “Closing Merger Consideration”);. (ii) Acquiror shall deliver Parent will deposit (or cause to be delivered to deposited) with the MailKey Warrant Holders, Exchange Agent the Acquiror Warrants in accordance with Section 1.2(c);Adjustment Escrow Deposit. (iii) Acquiror shall deliver or cause to The Merger Filings will be delivered to the MailKey Option Holders, the Acquiror Options executed and filed in accordance with the DGCL and CGCL as set forth in Section 1.2(d);‎1.4. (iv) Acquiror shall deliver or cause to be delivered to Immediately following the MailKey Loan Unit HoldersEffective Time, the Acquiror Loan Units Parent Board will be composed of the individuals set forth in accordance with Section 1.2(e);‎5.17. (v) A certificate executed by an authorized officer Parent will pay, on behalf of Acquiror the Company, (a) the Series B Preference Amount to the effect that all representations Series B Shareholder in full satisfaction of any dividend and warranties of Acquiror under this Agreement are true and correct liquidation preference amounts unpaid as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy (b) the Remaining Cash Amount in exchange for the Repurchased Shares pursuant to the terms of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of SubSection 5.18. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.

Closing Transactions. At Subject to the Closingconditions set forth in -------------------- this Agreement, the following transactions Parties shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, consummate the following documents and shall take 0transactions (the following actions:"Closing Transactions") on the Closing Date: -------------------- (i) CertificatesBESI Holding shall cause BESI to deliver to NES Equipment such bills of sale and instruments of transfer, if anyassignment, representing conveyance and delivery, special warranty deeds, warranty assignments of leases, equipment and vehicle titles, transfer tax declarations and all other instruments of conveyance which are necessary and desirable to effect transfer of the issued Acquired Louisiana Assets of BESI, free and outstanding shares clear of MailKey Capital Stockall Liens (other than Permitted Encumbrances), to NES Equipment; (ii) Investment letters BESI Holding shall cause BESI to deliver to NES Partnership such bills of sale and instruments of transfer, assignment, conveyance and delivery, special warranty deeds, warranty assignments of leases, equipment and vehicle titles, transfer tax declarations and all other instruments of conveyance which are necessary and desirable to effect transfer of the Acquired Other Assets of BESI, free and clear of all Liens (x) in the form attached other than Permitted Encumbrances), to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS")NES Partnership; (iii) The MailKey Warrants immediately following the assignment of the Acquired Other Assets of BESI, the Sellers shall deliver to NES Equipment (or its designee) certificates representing the Acquired Stock owned by such Sellers, duly endorsed for transfer or accompanied by duly executed stock powers with all requisite state and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereoffederal transfer stamps affixed thereto; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation Purchasers shall deliver to the Sellers the Cash Portion in accordance with Section 1.2(d) hereofimmediately available funds; (v) The MailKey Loan Units to the extent any of the Companies have any Indebtedness as of the Closing, the Sellers shall pay-off all such Indebtedness other than Assumed Liabilities in immediately available funds, and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance Sellers shall provide the Purchasers with Section 1.2(e) hereofappropriate pay-off letters and Lien releases with respect to such Indebtedness; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations Sellers and warranties made by MailKey in this Agreement are true and correct on and as of the ClosingPurchasers, as though originally given applicable, shall deliver the opinions, certificates and other documents and instruments required to Acquiror be delivered by or on behalf of such Party under Article III; and Sub on said date;----------- (vii) An incumbency certificate signed by subject to the Canadian Inter-company Agreement to be executed on the Closing Date, all inter-company Indebtedness between the Companies and the Sellers (or any Affiliates of the officers of MailKey dated at or about the Closing; (viiiSellers) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations cancelled (regardless of whether the Companies are obligors or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKeyobligees on such Indebtedness). (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b); (ii) Acquiror shall deliver or cause to be delivered to the MailKey Warrant Holders, the Acquiror Warrants in accordance with Section 1.2(c); (iii) Acquiror shall deliver or cause to be delivered to the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d); (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Sub. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.

Closing Transactions. At Subject to the Closingterms and conditions set forth in this Agreement, the following transactions shall occur, all of such transactions being deemed to occur simultaneouslybe consummated on the Closing Date: (ai) MailKey The Parties shall delivertake such actions and make such deliveries as described in Sections 2 and 3 below; and (ii) Buyer shall pay or cause to be paid by wire transfer of immediately available funds the following: (A) all Repaid Indebtedness; (B) all Transaction Expenses; (C) the Escrow Amount to an account designated by the Escrow Agent in writing at least two (2) Business Days in advance of the Closing; (D) the Reserve Amount to an account designated by the Sellers’ Representative in writing at least two (2) Business Days in advance of the Closing; (E) the Publica Closing Cash Consideration to the Publica Sellers in accordance with Section 1(a)(i) and to an account (or accounts) designated by each Publica Seller in writing at least two (2) Business Days in advance of the Closing; (F) the Investors Closing Cash Consideration to the Investors Seller in accordance with Section 1(a)(ii) and to an account (or accounts) designated by the Investors Seller in writing at least two (2) Business Days in advance of the Closing; and (G) the Alpine Road Closing Cash Consideration to the Investors Seller in accordance with Section 1(a)(iii) and to an account (or accounts) designated by the Alpine Road Seller in writing at least two (2) Business Days in advance of the Closing. (iii) (A) Each Publica Seller shall deliver to Buyer certificates, to the extent the Publica LLC Interests are certificated, endorsed in blank or accompanied by duly executed assignment documents, or affidavit(s) of loss in lieu thereof or evidence of book entry delivery reasonably satisfactory to Buyer, representing all of the Publica LLC Interests held by such Publica Seller; (B) the Investors Seller shall deliver to Buyer certificates, to the extent the Investors LLC Interests are certificated, endorsed in blank or accompanied by duly executed assignment documents, or affidavit(s) of loss in lieu thereof or evidence of book entry delivery reasonably satisfactory to Buyer, representing all of the Investors LLC Interests; and (C) the Alpine Road Seller shall deliver to Buyer certificates, to the extent the Alpine Road LLC Interests are certificated, endorsed in blank or accompanied by duly executed assignment documents, or affidavit(s) of loss in lieu thereof or evidence of book entry delivery reasonably satisfactory to Buyer, representing all of the Alpine Road LLC Interests. (iv) Buyer shall issue or transfer, or cause to be deliveredissued or transferred, (A) the Publica Stock Consideration to Acquiror the Publica Sellers (in accordance with the Distribution Waterfall and SubSection 1(a)(i)), (B) the following documents Investors Stock Consideration to the Investors Seller (in accordance with the Distribution Waterfall and shall take the following actions: (i) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS"Section 1(a)(ii)) and (yC) in the form attached Alpine Road Stock Consideration to this Agreement as Exhibit 2.2(a)(ii)(y) the Alpine Road Seller (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with the Distribution Waterfall and Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation 1(a)(iii)), in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey each case pursuant to the effect that all representations terms hereof and warranties made which may be represented by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given book-entry interests or one or more certificates issued to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated each such Seller at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKeyParent’s election. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment of the Merger Consideration in accordance with Section 1.3(b); (ii) Acquiror shall deliver or cause to be delivered to the MailKey Warrant Holders, the Acquiror Warrants in accordance with Section 1.2(c); (iii) Acquiror shall deliver or cause to be delivered to the MailKey Option Holders, the Acquiror Options in accordance with Section 1.2(d); (iv) Acquiror shall deliver or cause to be delivered to the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e); (v) A certificate executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to MailKey on said date; (vi) A certificate executed by an authorized officer of Sub to the effect that all representations and warranties of Sub under this Agreement are true and correct as of the Closing, as though originally given to MailKey and the MailKey Shareholders on said date; (vii) A certificate of good standing from the Secretary of State of the State of Nevada dated at or about the Closing that Acquiror is in good standing under the laws of said state; (viii) A certificate of good standing from the Secretary of State of the State of Delaware dated at or about the Closing that Sub is in good standing under the laws of said state; (ix) An incumbency certificate signed by all of the officers of Acquiror dated at or about the Closing; (x) An incumbency certificate signed by all of the officers of Sub dated at or about the Closing; (xi) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Nevada at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xii) Certificate of Incorporation of Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Sub certified by the Secretary of Sub dated at or about the Closing; (xiii) Board resolution of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Acquiror; and (xiv) Board and shareholder resolutions of Sub dated at or about the Closing authorizing the transactions contemplated by this Agreement certified by the Secretary of Sub. (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.