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. At the Closing, the Parties will cause the following actions and transactions shall occur, all to be taken or completed in the following order on the terms and subject to the conditions of such transactions being deemed to occur simultaneouslythis Agreement: (a) MailKey shall deliver, or cause Class A Shares held by GX Public Shareholders who duly elect to redeem their Class A Shares pursuant to the Redemption Right will be redeemed and cancelled and such GX Public Shareholders will cease to have any rights as shareholders of GX other than the right to be delivered, to Acquiror and Sub, paid the following documents and shall take the following actions: (i) Certificates, if any, representing all redemption amount 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 their Class A Shares in accordance with Section 1.2(c) hereof; the GX Charter (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 Closingeach such share, 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 MailKeya “Redemption Share”). (b) Acquiror Any Forfeited Shares (as defined in the GX Support Agreement) 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 forfeited pursuant to the MailKey Shareholders certificates evidencing 25,000,000 shares of Acquiror Common Stock in payment terms 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 GX Support Agreement 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 Subwill not remain outstanding. (c) Each of The Company will deposit (or cause to be deposited) with the parties Exchange Agent the Company Common Shares issuable pursuant 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. (d) The First Merger Effective Time will occur. (e) Immediately following the First Merger Effective Time, pursuant to the Exchange, the Company will purchase each First Merger Class A Share not held by the Company from the holder thereof in exchange for a number of new Company Common Shares equal to the Exchange Ratio, as described in Section 2.1(b) (such time, the “Exchange Time”). (f) At the Exchange Time, and in connection with the First Merger, the Company will assume the GX Warrant Agreement and each GX Warrant that is issued and outstanding immediately prior to the Exchange Time will, pursuant to and in accordance with the terms of the GX Warrant Agreement and without any action on the part of its holder, be converted into a warrant to acquire a number of Company Common Shares as determined pursuant to Section 2.1(b)(ii) (each such warrant, a “Former GX Company Warrant”). (g) Immediately following the Exchange Time, the Company will contribute all of the First Merger Class A Shares to Intermediate Holdco in exchange for a number of additional shares in Intermediate Holdco to be determined by the Company and Intermediate Holdco (the “Contribution” and such time, the “Contribution Time”). (h) Immediately following the Contribution Time, the Second Merger Effective Time will occur. (i) Immediately following the Second Merger Effective Time, each of the Company and the Second Merger Surviving Company will effectuate the applicable Reverse Stock Split.

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, after the consummation of the transactions set forth in Section 2.1, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:in the order set forth in this Section 2.2 at the Closing. (a) MailKey At the Closing (i) the Rolling Company Unitholders shall delivercontribute all of their Existing Company LLC Interests to NewCo LLC in exchange for NewCo LLC Class B Units equal, in the aggregate, to the Transaction Equity Security Amount (the “Company Contribution”), which NewCo LLC Class B Units will be free and clear of all Liens (other than any restrictions on transfer under applicable securities Laws or under the Amended and Restated NewCo LLC Agreement), (ii) the NewCo LLC Agreement will be amended and restated to be in substantially the form as attached hereto as Exhibit D (“Amended and Restated NewCo LLC Agreement”), (iii) PTIC II shall contribute, or cause to be deliveredcontributed, to Acquiror and SubNewCo LLC, the following documents Closing Date Contribution Amount in exchange for a number of NewCo LLC Class A Units equal to the Net Outstanding PTIC II Class A Shares, free and clear of all Liens (other than any restrictions on transfer under applicable securities Laws or under the Amended and Restated NewCo LLC Agreement) (the “PTIC II Contribution”) and (iv) NewCo LLC Unitholders (other than PTIC II) shall take receive from PTIC II a number of PTIC II Class B Shares equal, in the following actionsaggregate, to the Transaction Equity Security Amount, in the amounts set forth on the Allocation Schedule, free and clear of all Liens (other than any restrictions on transfer under applicable securities Law, the Investor Rights Agreement (as applicable) or under the Governing Documents of PTIC II). In connection with the transactions contemplated by the preceding sentence, PTIC II shall be the managing member of NewCo LLC as of the time of such transactions. (b) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to PTIC II an allocation schedule (the “Allocation Schedule”) setting forth the following: (i) Certificates, if any, representing all the Existing Company LLC Interests held by each Company Unitholder as of immediately prior to the issued and outstanding shares of MailKey Capital StockClosing; (ii) Investment letters the number of NewCo LLC Class B Units that will be held by each NewCo LLC Class B Unitholder (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"former Rolling Company Unitholder) and (y) PTIC II, in each case, as of immediately after giving effect to 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 Company Contribution and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS")PTIC II Contribution; (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with number of PTIC II Class B Shares to be distributed to each of the NewCo LLC Class B Unitholders pursuant to Section 1.2(c) hereof;2.2(a) (iv) The MailKey Options and any certificates or agreements evidencing subject to clause (ii), the MailKey Options for cancellation in accordance with number of Earn Out Shares to be issued to the NewCo LLC Class B Unitholders pursuant to Section 1.2(d) hereof2.6; (v) The MailKey Loan the amount of cash payment, if any, to each holder that is expected to be received in connection with the NewCo LLC’s redemption of each NewCo LLC Class B Unit that was, prior to the Closing, Company Class A-1 Units or a Company Class A Units, if and any certificates or agreements evidencing to the MailKey Loan Units extent applicable, in the event that NewCo LLC elects, at its sole discretion, to redeem such units for cancellation in accordance with Section 1.2(e) hereof;cash consideration; and (vi) A certificate a certification duly executed by an authorized officer of MailKey the Company, solely in such officer’s capacity as such, that the information and calculations delivered pursuant to the effect that all representations clauses (i) through (v) are, and warranties made by MailKey in this Agreement are true and correct on and will be 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 ShareholdersEffective Time, as applicable, the following documents true 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 complete in payment of the Merger Consideration all respects and in accordance with Section 1.3(bthe Allocation Schedule Requirements (as defined below); (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 At the Closing, NewCo LLC shall use the proceeds from the transactions contemplated in this Section 2.2, including the funds distributed from the Trust Account in accordance with the Allocation Schedule. (d) The Allocation Schedule (and the calculations and determinations contained therein) will be prepared by the Company in accordance with the applicable provisions of this Agreement, the Governing Documents of the parties Company and NewCo LLC and applicable Law (collectively, the “Allocation Schedule Requirements”). Solely by way of example and subject to the terms set forth herein, Section 2.2(d) of the Company Disclosure Schedules contains an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date hereof and, without limiting or expanding any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Document or any Company Unitholder under any Ancillary Document or the rights or remedies of PTIC II or the Sponsor with respect thereto, the Allocation Schedule will be substantially in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date hereof and the date of delivery of the Allocation Schedule to PTIC II pursuant to the first sentence of Section 2.2(b). The Company will review any comments to the Allocation Schedule provided by PTIC II or any of its Representatives and incorporate any reasonable comments proposed by PTIC II or any of its Representatives to the extent that such comments are not inconsistent with the terms of this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement or any of the Ancillary Documents (i) the aggregate number of PTIC II Shares that each equityholder of the Company will have a right to receive under this Agreement will be rounded down to the nearest whole share, (ii) in no event shall have the aggregate number of PTIC II Class B Shares set forth on the Allocation Schedule that are allocated to holders of Existing Company LLC Interests or to be received or otherwise executed whatever documents granted in respect of any other equity securities of the Company or NewCo LLC exceed the Transaction Equity Security Amount and agreements(iii) PTIC II and any exchange agent, provided whatever consents or approvals if applicable will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Rolling Company Unitholders and shall have taken all such actions as are required NewCo LLC Unitholders 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 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. 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 Rare Telephony and all holders of the Rare Telephony Common Stock shall delivertake, or shall cause to be deliveredtaken, to Acquiror and Sub, the following documents and shall take the following actions: (i) Certificates, if any, Each of the holders of Rare Telephony Common Stock (other than Dissenting Shareholders) shall surrender and deliver to the Sub as the Surviving Corporation the certificate or certificates representing all of the issued and outstanding their shares of MailKey Capital Rare Telephony Common Stock; (ii) Investment letters Each of the holders of Rare Telephony Common Stock (xother than Dissenting Shareholders) shall, to the extent necessary to comply with applicable federal and state securities laws (including, if applicable, Rule 145 promulgated under the Act), execute and deliver at the Closing a copy of an investment letter in a form mutually agreed upon by the form parties and 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)(X2.2(a)(ii) ("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 HOLDERSInvestment Letter"); (iii) The MailKey Warrants Any outstanding shareholder agreements relating to Rare Telephony Common Stock shall have been terminated and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereofevidence of such termination satisfactory to Acquiror shall have been delivered to Acquiror; (iv) The MailKey Options Rare Telephony and any certificates the holders of Rare Telephony Common Stock shall execute and deliver, and file or agreements evidencing cause to be filed with the MailKey Options for cancellation in accordance Secretary of State of the State of Nevada, the Articles of Merger (or Certificate of Merger) with Section 1.2(d) hereofsuch amendments thereto as the parties hereto shall deem mutually acceptable; (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 shall be executed by an authorized officer Rare Telephony and the holders of MailKey Rare Telephony Common Stock to the effect that all representations and warranties made by MailKey in Rare Telephony and the Rare Telephony Shareholders under this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vi) Certificates of good standing shall be delivered by Rare Telephony from the Secretary of State of the State of Nevada or the Secretary of State of the State of Delaware, as the case may be, dated at or about the Closing, to the effect that Rare Telephony, Cash Back Rebates LD.com, Inc., a Delaware ▇▇▇▇▇▇ation ("Cash Back") and Free dot Calling.com, Inc., a Nevada ▇▇▇▇▇▇▇▇▇▇n ("Free"), are in good standing under the laws of the State of Nevada or Delaware, as the case may be; (vii) An incumbency certificate shall be delivered by Rare Telephony, Cash Back and Free signed by all of the officers of MailKey thereof dated at or about the Closing; (viii) Copy of Certified Articles of Association Incorporation of MailKey Rare Telephony and Cash Back shall be delivered by Rare Telephony dated at or about the Closing and a copy of the Bylaws of Rare Telephony and Cash Back certified by the Secretary of MailKey Rare Telephony and Cash Back, respectively, dated at or about the Closing Closing; (ix) Certified Board and shareholder resolutions shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each the Secretary of the Subsidiaries; and (ix) Board resolution Rare Telephony dated at or about the Closing authorizing the transactions contemplated under this Agreement; (x) Rare Telephony and the holders of Rare Telephony Common Stock shall execute and deliver the Escrow Agreement to Acquiror and the Escrow Agent; (xi) A legal opinion from corporate counsel to Rare Telephony satisfactory to Acquiror's counsel shall be delivered by Rare Telephony opining, among other things, that the representations made in Sections 4.1(a), (b), (c)(i), (d) and (g) are true and correct; (xii) A legal opinion from telecommunications counsel to Rare Telephony satisfactory to Acquiror's counsel shall be delivered by Rare Telephony opining, among other things, that: (1) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Rare Telephony in connection with the execution and delivery of this Agreement by Rare Telephony and Written Notice the Rare Telephony Shareholders or the consummation by Rare Telephony and the Rare Telephony Shareholders of the transactions contemplated hereby, except certain filings with the Federal Communications Commission ("FCC") and state telecommunications agencies in connection with a change of control of Cash Back; (2) Cash Back has all telecommunications licenses, tariffs, permits, certificates and authorizations (collectively, "Telecommunications Licenses") needed or required for the conduct of Cash Back's business as presently conducted and for the use of its properties and premises occupied by it, except where the failure to obtain a licenses, permit, certificate or authorization would not have a Material Adverse Effect; (3) the Telecommunications Licenses are duly and validly issued, are in full force and effect, and are not now subject to any condition outside the ordinary course; (4) to the best of counsel's knowledge there is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any state telecommunications office or regulatory agency against Cash Back (or any predecessors in interest), or any action, proceeding, complaint, or investigation initiated by the FCC or any state telecommunications office or regulatory agency against Cash Back (or any predecessors in interest); and (5) neither the consummation of this Merger nor the execution of this Agreement shall result in any violation of the Communications Act of 1934, as amended, the FCC's rules, regulations, decisions or published policies, and will not cause any forfeiture or impairment of Cash Back's 214 license or any other Telecommunications License; (xiii) An exclusive license or assignment, satisfactory in the sole discretion of Acquiror, (or other license acceptable to Acquiror and its counsel) (the "Email License") for Cash Back, Free, or any other Acquiror subsidiary, in Acquiror's sole discretion, to use, for as long as is legally permissible, patent pending email business method which is the subject of a provisional patent application filed by John R. Flanagan for Peter ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ntor, ▇▇▇▇▇ ▇▇▇▇▇ ▇, 2000 shall be delivered by Rare Telephony; (xiv) An agreement, satisfactory in the sole discretion of Acquiror, shall be delivered by Rare Telephony executed by Network Consulting Group, Inc. ("Network") and Acquiror, Rare Telephony or Cash Back, or any combination of said companies in Acquiror's sole discretion (the "Network Agreement"), which documents the fact that Network shall continue to pay and otherwise perform on all equipment leases outstanding as of the date of this Agreement for equipment used by Rare Telephony and Cash Back in their respective businesses (the "Network Equipment") throughout the term of said leases and, at the end of said leases, assuming any one of Acquiror, Sub, Free (as defined below) or Cash Back (as defined below), has paid either the $1 or FMV end of lease payment, shall ensure that title to the Network Equipment passes to Rare Telephony or Cash Back, or both in Section 3.1(aAcquiror's sole discretion; further the Network Agreement shall provide that Network shall take whatever action is requested by Acquiror or Sub to assign the Qwest Contract to Acquiror, Sub, or one of the Rare Companies, in the sole discretion of Acquiror, if and when Acquiror or Sub so requests; (xv) certified Documentation shall be delivered by Rare Telephony that documents to the sole satisfaction of Acquiror and its counsel, the transfer of the domain name "CASHBACKREBATESLD.COM" from ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇o Cash Back; (xvi) Rare Telephony shall execute and deliver the Funding Agreement, satisfactory in the sole discretion of Acquiror, to Acquiror; (xvii) Rare Telephony shall deliver executed general releases, satisfactory in the sole discretion of Acquiror, from each of its directors, officers, consultants, employees and shareholders and from any Cash Back directors, officers, consultants, employees and shareholders requested by Acquiror agreeing to: (i) release Rare Telephony and Cash Back from any and all claims, liabilities, obligations and demands; (ii) terminate any employment agreements; and (iii) terminate any shareholder agreements; (xviii) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and taken all such actions as are required under this Agreement; (xix) The Board of Directors of Cash Back and Free shall be reconstituted. Each of the existing members of Board of Directors of Cash Back and Free shall tender his resignation and nominate to their Board of Directors Frederick A. Moran to s▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ director. The newly constituted Boards of Directors shall hold office in accordance with the DGCL or NRS, as the case may be, and shall appoint executive officers in accordance with the DGCL or NRS, as the case may be. Mr. Moran shall also ser▇▇ ▇▇ ▇▇▇ sole director of Sub; and (xx) A certificate of good standing shall be delivered by Rare Telephony from the Secretary of MailKeyState of the state of incorporation of Network, dated at or about the Closing, to the effect that Network is in good standing under the laws of the state of Network's incorporation. (b) Acquiror will deliverand/or Sub shall take, or shall cause to be deliveredtaken, 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 all of the MailKey Shareholders holders of the Rare Telephony Common Stock (other than Dissenting Shareholders) a certificate or certificates evidencing 25,000,000 representing the number of shares of that portion of an aggregate number of 775,512 shares of Acquiror Common Stock as such holder is entitled to receive at the Closing (or as soon thereafter as is practical) in payment of connection with the Merger Consideration in accordance with Section 1.3(b)Merger; (ii) Acquiror shall shall, on behalf of itself and the Rare Telephony Shareholders, deliver or shall cause to be delivered to the MailKey Warrant Holders, the Escrow Agent certificates representing 775,508 shares of Acquiror Warrants in accordance with Section 1.2(cCommon Stock at Closing (or as soon thereafter as is practical); (iii) Acquiror and the Sub shall deliver execute and deliver, and file or cause to be delivered to filed with the MailKey Option HoldersSecretary of the State of Delaware, the Acquiror Options in accordance Certificate of Merger with Section 1.2(d)such amendments thereto as the parties hereto shall deem mutually acceptable; (iv) Acquiror Sub shall deliver or cause to be delivered to receive from the MailKey Loan Unit Holders, the Acquiror Loan Units in accordance with Section 1.2(e)Secretary of State of Delaware a final Certificate of Merger; (v) A certificate for each of the Acquiror and the Sub shall be executed by an authorized officer of Acquiror their respective Presidents or Chief Executive Officers to the effect that all of the respective representations and warranties of the 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 Rare Telephony on said date; (vi) A certificate of good standing shall be delivered by Sub from the Secretary of State of the State of Delaware, dated at or about the Closing, stating that Sub is in good standing under the laws of such state; (vii) A certificate of good standing shall be delivered by Acquiror from the Secretary of State of the State of Nevada Delaware, dated at or about the Closing Closing, stating that Acquiror is in good standing under the laws of said statesuch State; (viii) A certificate of good standing from Certified Board resolutions shall be delivered by the respective 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 under this Agreement certified by Agreement; (ix) Sub will deliver Employment Agreements or Consulting Agreements, satisfactory in the Secretary sole discretion of Sub.Acquiror, as the case may be, to the individuals listed on Schedule 6.2(m) to this Agreement; (x) Acquiror and Sub shall execute and deliver the Escrow Agreement, satisfactory in the sole discretion of Acquiror, to Rare Telephony and the Escrow Agent; (xi) Acquiror shall execute and deliver the Funding Agreement, satisfactory in the sole discretion of Acquiror, to Rare Telephony; (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.

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. (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 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.